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HomeMy WebLinkAbout2016 Cardno Service Agreement CITY OF AUBURN AGREEMENT FOR SERVICES THIS AGREEMENT made and entered into on this c,.r)41 of , 2016, by and between the CITY OF AUBURN, a municipal corporation of the State of shington, hereinafter referred to as 'City," and Cardno— Engineering & Environmental Services, 5 15 SW Westgate Ave, Suite 100 Portland. OR 97221 , hereinafter referred to as the "Provider," WITNESSETH : WHEREAS, the City is in need of the services of individuals, employees or firms for Drone Consultation; and WHEREAS, the City desires to retain the Provider to provide said services in connection with the City's work; and WHEREAS, the Provider is qualified and able to provide services in connection with the City's needs for the above-described work, and is willing and agreeable to provide such services upon the terms and conditions herein contained. NOW, THEREFORE. the parties hereto agree as follows: 1. Scope of Services The Provider agrees to perform in a good and professional manner the services described on Exhibit "A" which is attached hereto and by this reference made a part of this Agreement. (The services described on Exhibit "A" shall be individually referred to as a "service," and collectively referred to as the "services.") The Provider shall perform the services as an independent contractor and shall not be deemed, by virtue of this Agreement and the performance thereof, to have entered into any partnership, joint venture, employment or other relationship with the City. The Provider shall perform the services described in Exhibit "A" via the task order in Exhibit "B," which is attached hereto and by this referenced made a part of this Agreement. 2. Additional Services In the event additional services with respect to related work are required beyond those specified in the Scope of Work, and not included in the compensation listed in this Agreement, a contract amendment shall be set forth in writing and shall be executed by the respective parties prior to the Provider's performance of the services there under, except as may be provided to the contrary in Section 3 of this Agreement. Upon proper completion and execution of an Amendment (agreement for additional services), such Amendment shall be incorporated into this Agreement and shall have the same force and effect as if the terms of such Amendment were a part of this Agreement as originally executed. The performance of services pursuant to an Amendment shall be subject to the terms and conditions of this Agreement except where the Amendment provides to the contrary, in which case the terms and conditions of any such Amendment shall control. In all other respects, any Amendment shall supplement and be construed in accordance with the terms and conditions of this Agreement. 3. Performance of Additional Services Prior to Execution of an Amendment The parties hereby agree that situations may arise in which services other than those described on Exhibit "B" are desired by the City and the time period for the completion of such services makes the execution of Amendment impractical prior to the commencement of the Provider's performance of the requested services. The Provider hereby agrees that it shall perform such services upon the written request of an authorized representative of the City pending execution of an Amendment, at May 27, 2016 Page 1 of 9 a rate of compensation to be agreed to in connection therewith. The invoice procedure for any such additional services shall be as described in Section 7 of this Agreement. 4. Provider's Representations The Provider hereby represents and warrants that the Provider has all necessary licenses and certifications to perform the services provided for herein, and is qualified to perform such services. 5. City's Responsibilities The City shall do the following in a timely manner so as not to delay the services of the Provider: a. Designate in writing a person to act as the City's representative with respect to the services. The City's designee shall have complete authority to transmit instructions, receive information, interpret and define the City's policies and decisions with respect to the services. b. Furnish the Provider with all information, criteria, objectives, schedules and standards for the project and the services provided for herein. c. Arrange for access to the property or facilities as required for the Provider to perform the services provided for herein. d. Examine and evaluate all studies, reports, memoranda, plans, sketches, and other documents prepared by the Provider and render decisions regarding such documents in a timely manner to prevent delay of the services. 6. Acceptable Standards The Provider shall be responsible to provide, in connection with the services contemplated in this Agreement, work products and services of a quality and professional standard acceptable to the City. 7. Compensation As compensation for the Provider's performance of the services provided for herein, the City shall pay to the Provider the sum stated in amounts not exceed task orders in Exhibit B. The Provider shall submit to the City an invoice or statement of time spent on tasks included in the scope of work provided herein, and the City shall process the invoice or statement in the next billing/claim cycle following receipt of the invoice or statement, and shall remit payment to the Provider thereafter in the normal course, subject to any conditions or provisions in this Agreement or Amendment. The Agreement number must appear on all invoices submitted. Each Task Order must be approved in advance via signed quote. 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 provided for herein in accordance with the direction and scheduling provided on Exhibit B attached hereto and incorporated herein by this reference, unless otherwise agreed to in writing by the parties. The Term of this Agreement shall terminate on upon written termination from either party. This Agreement may be extended for two one-year periods upon written agreement of the Parties. 9. Ownership and Use of Documents All documents, reports, memoranda, diagrams, sketches, plans, surveys, design calculations, working drawings and any other materials created or otherwise prepared by the Provider as part of his performance of this Agreement (the "Work Products") shall be owned by and become the property of the City, and may be used by the City for any purpose beneficial to the City. 10. Records Inspection and Audit All compensation payments shall be subject to the adjustments for any amounts found upon audit or otherwise to have been improperly invoiced, and all records and books of accounts pertaining to any work performed under this Agreement shall be subject to inspection and audit by the City for a period of up to three (3) years from the final payment for work performed under this Agreement. May 27, 2016 Page 2 of 9 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 Jody Adsero, 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: Mayor Cardno— Engineering & Environmental Services City of Auburn 5415 SW Westgate Ave 25 West Main St Suite 100 Auburn WA 98001-4998 Portland, OR 97221 13. Notices All notices or communications permitted or required to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered in person or deposited in the United States mail, postage prepaid, for mailing by certified mail, return receipt requested, and addressed, if to a party of this Agreement, to the address for the party set forth above. Either party may change his, her or its address by giving notice in writing, stating his, her or its new address, to the other party, pursuant to the procedure set forth above. 14. Insurance The Provider shall procure and maintain for the duration of this Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Provider, or the Provider's agents, representatives, employees, or subcontractors. Provider's maintenance of insurance as required by the Agreement shall not be construed to limit the liability of the Provider to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Service Provider shall obtain insurance of the types described below a. Automobile Liability insurance, covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. Provider shall maintain automobile insurance with minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. b. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products- completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. There shall be no endorsement or modification of the Commercial General Liability insurance for liability arising from explosion, collapse or underground property damage. The City shall be named as an insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured-Completed Operations endorsement CG 20 37 10 01 or May 27, 2016 Page 3 of 9 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 coverage shall not be cancelled by either party, except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City. Insurance is to be placed with an authorized insurer in Washington State. The insurer must have a current A.M. Best rating of not less than A:VII. Provider shall furnish the City with certificates of insurance and a copy of the amendatory endorsements. including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Provider before commencement of the work. 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. 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 May 27, 2016 Page 4 of 9 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 approved and completed task orders as 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. 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. May 27, 2016 Page 5 of 9 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. 27. Damages Neither party shall be liable to the other party in any circumstances for any indirect, economic, special or consequential loss or damage including but not limited to loss of revenue, loss of production or loss of profit. 28. Liability Notwithstanding any other clause in this Agreement, the aggregate liability of the Provider to the Client arising out of or in connection with the Provider performance of the Agreement, whether under the law of contract, tort (including negligence), statute or otherwise, shall be limited to the proceeds of the relevant insurance pursuant to this Agreement. The limits of liability in this clause do not apply to any liability of the Provider arising from claims made by any third party for personal injury, death or damage to any property. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective the day and year first set forth above. CITY OF AUBURN Nancy Back ayor Signature Name: Attest: Title: i .. .. L ' Danielle Daskam City Clerk Signature Name: Layne Bennett Approved as to form: Title: Branch Manager (IDEA) (--;(...-D `.Daniel B. Htwirl° , y A 'or - May 27, 2016 Page 6 of 9 EXHIBIT A City of Auburn UAS Services Rate Sheet (Cardno, Inc.) Rate Unit UAS Regulatory Consulting $175 hour UAS Acquisition $1000 -$2400 flight* Data Processing TBD project** Training (including equipment) $250 hour*** Mileage (vehicle maintenance) GSA rates $/mile * Range of acquisition cost depends on the specific acquisition requirements ** Project scope and processing effort will be defined by task order *** Minimum 4 hour blocks for all scheduled training May 27, 2016 Page 7 of 9 EXHIBIT B SAMPLE TASK ORDER Cardno Project ID: (required on all invoices) Task Order No.: Date: City of Auburn Address: Innovation and Technology 25 West Main St. Auburn,WA 98001 Attention: Ashley Riggs and/or Meghan Tillman Project Name: This order is issued pursuant to our Agreement dated and unless otherwise specified herein,the performance of services hereunder and the payment thereof shall be subject to the terms and conditions of said Agreement. The services authorized hereunder are described below. DESCRIPTION OF SERVICES: Cardno shall perform the following Services(hereafter"Services"): TOTAL NOT-TO-EXCEED COST: $ Schedule: Commencement Date: Estimated Completion Date: Compensation Terms: City of Auburn will compensate Cardno as per Agreement and subject to the following terms: May 27,2016 Page 8 of 9 Where the Services or services conditions change, Subconsultant shall notify Cardno and submit a revised scope of work and cost estimate in a timely manner. Unless otherwise specified,charges for services are based on Subconsultant's approved Rate Schedule. CARDNO'S REPRESENTATIVE: SUBCONSULTANT'S REPRESENTATIVE: ACCEPTED: Cardno,Inc. City of Auburn By: By: Title: Title: Date: Date: May 27,2016 Page 9 of 9