HomeMy WebLinkAboutJones & Stokes Associates Inc AG-C-3471 (0 ,-7
AGREEMENT FOR PROFESSIONAL SERVICES
AG-C-347
THIS AGREEMENT made and entered into by and between the CITY OF
AUBURN, a Municipal Corporation in King County, Washington, hereinafter referred to
as "CITY" and Jones & Stokes Associates, Inc. whose address is 710 2"d Avenue,
Suite 550, Seattle, Washington, 98104, hereinafter referred to as "CONSULTANT."
In consideration of the covenants and conditions of this Agreement, the parties
hereby agree as follows:
1. SCOPE OF WORK.
See Exhibit A, which is attached hereto and by this reference made a part of this
Agreement.
2. TERM.
The CONSULTANT shall not begin any work under this Agreement until
authorized in writing by the CITY. All work under this Agreement shall be completed by
December 31, 2008.
The established completion time shall not be extended because of any delays
attributable to the CONSULTANT, but may be extended by the CITY in the event of a
delay attributable to the CITY, or because of unavoidable delays beyond the control of
the CONSULTANT. A prior supplemental Agreement issued by the CITY is required to
extend the established completion time.
3. COMPENSATION.
Compensation will be on a time and material basis, not to exceed $24,740. Costs will
be based on Exhibit A, which is attached hereto and by this reference made a part of
this Agreement. Consultant invoices shall provide such information and be of a form
substantially similar as that shown in Exhibit B. In the event services are required
Agreement for Professional Services AG-C-347
November 18, 2008 Page 1 of 14
beyond those specified in the Scope of Work, and not included in the compensation
listed in this Agreement, a contract modification shall be negotiated and approved by
the CITY prior to any effort being expended on such services.
4. SUBCONTRACTING
The CITY permits subcontracts for those items of work necessary for the
completion of the project. The CONSULTANT shall not subcontract for the performance
of any work under this AGREEMENT without prior written permission of the CITY. No
permission for subcontracting shall create, between the CITY and subcontractor, any
contractor or any other relationship.
Compensation for any subconsultant work is included in Section 3 of this
AGREEMENT and all reimbursable direct labor, overhead, direct non-salary costs and
fixed fee costs for the subconsultant shall be substantiated in the same manner as
outlined in Section 3. All subcontracts exceeding $10,000 in cost shall contain all
applicable provisions of this AGREEMENT.
5. RESPONSIBILITY OF CONSULTANT.
The CONSULTANT shall be responsible for the professional quality, technical
accuracy, timely completion and the coordination of all studies, analysis, designs,
drawings, specifications, reports and other services performed by the CONSULTANT
under this Agreement. The CONSULTANT shall, without additional compensation,
correct or revise any errors, omissions or other deficiencies in its plans, designs,
drawings, specifications, reports and other services required. The CONSULTANT shall
perform its services to conform to generally-accepted professional planning standards
and the requirements of the CITY.
Any approval by the CITY under this Agreement shall not in any way relieve the
CONSULTANT of responsibility for the technical accuracy and adequacy of its services.
Agreement for Professional Services AG-C-347
November 18, 2008 Page 2 of 14
Except as otherwise provided herein, neither the CITY'S review, approval or acceptance
of, nor payment for, any of the services shall be construed to operate as a waiver of any
rights under this AGREEMENT or of any cause of action arising out of the performance
of this AGREEMENT to the full extent of the law.
6. INDEMNIFICATION/HOLD HARMLESS.
The CONSULTANT shall defend, indemnify and hold the CITY, its officers,
officials, and employees harmless from and shall process and defend at its own
expense any and all claims, injuries, damages, losses, or suits, including attorney fees
or equity arising in whole or in part from the acts, errors or omissions of the
CONSULTANT in performance of this Agreement, or the CONSULTANT'S negligence
or breach of any of its obligations under this Agreement; provided that nothing herein
shall require the CONSULTANT to indemnify the CITY against and hold harmless the
CITY from claims, demands or suits based solely upon the sole negligence of the CITY,
its officers, officials, volunteers, and employees, and provided further that if the claims
or suits are caused by or result from the concurrent negligence of (a) the
CONSULTANT'S agents or employees and (b) the CITY, its officers, officials,
volunteers, or employees, this indemnity provision with respect to (1) claims or suits
based upon such negligence, (2) the costs to the CITY of defending such claims and
suits, etc., shall be valid and enforceable only to the extent of the CONSULTANT'S
negligence or the negligence of the CONSULTANT'S agents or employees. The
provisions of this section shall survive the expiration or termination of this Agreement.
Agreement for Professional Services AG-C-347
November 18, 2008 Page 3 of 14
7. INDEPENDENT CONTRACTOR/ASSIGNMENT.
The parties agree and understand that the CONSULTANT is an independent
contractor and not the agent or employee of the CITY and that no liability shall attach to
the CITY by reason of entering into this Agreement except as otherwise provided
herein. The parties agree that this Agreement may not be assigned in whole or in part
without the written consent of the CITY.
8. INSURANCE.
CONSULTANT 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
CONSULTANT, its agents, representatives, or employees.
CONSULTANT'S maintenance of insurance as required by the Agreement shall
not be construed to limit the liability of the CONSULTANT to the coverage provided by
such insurance, or otherwise limit the City's recourse to any remedy available at law or
in equity.
CONSULTANT shall obtain insurance of the types and in the amounts described
below:
a. Automobile Liability insurance covering all owned, non-owned, hired and
leased vehicles, with a minimum combined single limit for bodily injury and
property damage of $1,000,000. per accident. 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.
b. Commercial General Liability insurance shall be written on ISO occurrence
form CG 00 01 and shall cover liability arising from premises, operations,
Agreement for Professional Services AG-C-347
November 18, 2008 Page 4 of 14
independent contractors, and personal injury and advertising injury, with limits
no less than $1,000,000 each occurrence, $2,000,000 general aggregate.
The CITY, shall be named as an insured under the CONSULTANT'S
Commercial General Liability insurance policy with respect to the work
performed for the CITY using the applicable ISO Additional Insured
endorsement or equivalent.
c. Worker's Compensation coverage as required by the Industrial Insurance
laws of the State of Washington.
d. Professional Liability insurance appropriate to the CONSULTANT'S
profession, with limits no less than $1,000,000 per claim and $1,000,000
policy aggregate limit.
The insurance policies are to contain, or be endorsed to contain, the following
provisions for Automobile Liability, Professional Liability, and Commercial General
Liability insurance:
a. The CONSULTANT'S insurance coverage shall be primary insurance as
respects the CITY. Any insurance, self insurance or insurance pool coverage
maintained by the CITY, its officials, employees or agents shall be excess of the
CONSULTANT'S insurance and shall not contribute with it.
b. The CONSULTANT'S insurance shall be endorsed to state that coverage shall
not be cancelled by either party except after thirty (30) days prior written notice has
been given to the CITY by certified mail, return receipt requested.
All insurance shall be obtained from an insurance company authorized to do
business in the State of Washington. Insurance is to be placed with insurers with a
current A.M. Best rating of not less than A: VII.
Agreement for Professional Services AG-C-347
November 18, 2008 Page 5 of 14
The CONSULTANT shall furnish the City with original certificates of insurance
and a copy of the amendatory endorsements, including but not necessarily limited to the
additional insured endorsement, evidencing the insurance coverage required by this
section, 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 3 until the
CONSULTANT has fully complied with this section.
9. NONDISCRIMINATION.
The CONSULTANT 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.
10. OWNERSHIP OF RECORDS AND DOCUMENTS.
The CONSULTANT agrees that any and all drawings, computer discs,
documents, records, books, specifications, reports, estimates, summaries and such
other information and materials as the CONSULTANT may have accumulated, prepared
or obtained as part of providing services under the terms of this Agreement by the
CONSULTANT, shall belong to and shall remain the property of the CITY OF AUBURN.
In addition, the CONSULTANT agrees to maintain all books and records relating to its
operation and concerning this Agreement for a period of six (6) years following the date
that this Agreement is expired or otherwise terminated. The CONSULTANT further
agrees that the CITY may inspect any and all documents held by the CONSULTANT
and relating to this Agreement upon good cause at any reasonable time within the six
(6) year period. The CONSULTANT also agrees to provide to the CITY, at the CITY'S
request, the originals of all drawings, documents, and items specified in this Section and
Agreement for Professional Services AG-C-347
November 18, 2008 Page 6 of 14
information compiled in providing services to the CITY under the terms of this
Agreement.
11. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND
OTHER RESPONSIBILITY MATTERS-PRIMARY COVERED TRANSACTIONS.
The prospective primary participant certifies to the best of its knowledge and
belief, that it and its principals:
(a) Are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any federal
department or agency;
(b) Have not within a three-year period preceding this proposal been convicted of
or had a civil judgment rendered against them for commission or fraud or a
criminal offense in connection with obtaining, attempting to obtain, or
performing a public (federal, state, or local) transaction or contract under a
public transaction; violation of federal or state antitrust statues or commission
of embezzlement, theft, forgery, bribery, falsification or destruction of records,
making false statements, or receiving stolen property;
(c) Are not presently indicted for or otherwise criminally or civilly charged by a
governmental entity (federal, state, or local) with commission of any of the
offenses enumerated in paragraph "(b)" of this certification; and
(d) Have not within a three-year period preceding this application/proposal had
one or more public transactions (federal, state, or local) terminated for cause
or default.
Where the prospective primary participant is unable to certify to any of the
statements in this certification, such prospective participant shall attach an explanation
to this proposal.
Agreement for Professional Services AG-C-347
November 18, 2008 Page 7 of 14
12. TERMINATION OF AGREEMENT.
This Agreement may be terminated by either party upon twenty (20) days written
notice to the other party, and based upon any cause. In the event of termination due to
the fault of other(s) than the CONSULTANT, the CONSULTANT shall be paid by the
CITY for services performed to the date of termination.
Upon receipt of a termination notice under the above paragraph, the
CONSULTANT shall (1) promptly discontinue all services affected as directed by the
written notice, and (2) deliver to the CITY all data, drawings, specifications, reports,
estimates, summaries, and such other information and materials as the CONSULTANT
may have accumulated, prepared or obtained in performing this Agreement, whether
completed or in process.
13. GENERAL PROVISIONS.
13.1. This Agreement shall be governed by the laws, regulations and ordinances
of the City of Auburn, the State of Washington, King County, and where applicable,
Federal laws.
13.2. All claims, disputes and other matters in question arising out of, or relating
to, this Agreement or the breach hereof, except with respect to claims which have been
waived, will be decided by a court of competent jurisdiction in King County, Washington.
Pending final decision of a dispute hereunder, the CONSULTANT and the CITY shall
proceed diligently with the performance of the services and obligations herein.
13.3. In the event that any dispute or conflict arises between the parties while this
Agreement is in effect, the CONSULTANT agrees that, notwithstanding such dispute or
conflict, the CONSULTANT shall continue to make a good faith effort to cooperate and
continue work toward successful completion of assigned duties and responsibilities.
Agreement for Professional Services AG-C-347
November 18, 2008 Page 8 of 14
13.10. All notices or communications permitted or required to be given under this
Agreement shall be in writing and shall be delivered in person or deposited in the United
States mail, postage prepaid. Any such delivery shall be deemed to have been duly
given if mailed by certified mail, return receipt requested, and addressed to the address
for the party set forth in 13.9 or if to such other person designated by a party to receive
such notice. It is provided, however, that mailing such notices or communications by
certified mail, return receipt requested is an option, not a requirement, unless
specifically demanded or otherwise agreed.
Any party may change its address by giving notice in writing, stating the new
address, to any other party, all pursuant to the procedure set forth in this section of the
Agreement.
13.11. 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.
CIT AUB
Peter B. Lewis, Mayor
Date NOV 2 4 2008
ATTEST:
D'e e E. Daskam, City Clerk
APPROVED AS TO FORM:
Agreement for Professional Services AG-C-347
November 18, 2008 Page 10 of 14
13.4. The CITY and the CONSULTANT respectively bind themselves, their
partners, successors, assigns, and legal representatives to the other party to this
Agreement with respect to all covenants to this Agreement.
13.5. This Agreement represents the entire and integrated Agreement between
the CITY and the CONSULTANT and supersedes all prior negotiations, representations
or agreements either oral or written. This Agreement may be amended only by written
instrument signed by both the CITY and the CONSULTANT.
13.6. Should it become necessary to enforce any term or obligation of this
Agreement, then all costs of enforcement including reasonable attorney's fees and
expenses and court costs shall be paid to the substantially prevailing party.
13.7. The CONSULTANT agrees to comply with all local, state and federal laws
applicable to its performance as of the date of this Agreement.
13.8. If any provision of this Agreement is invalid or unenforceable, the remaining
provisions shall remain in force and effect.
13.9. This Agreement shall be administered by Deborah Munkberg on behalf of
the CONSULTANT, 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
Kevin Snyder
25 West Main Street
Auburn WA 98001
Phone: (253) 931-3090
Fax: (253) 804-3114
Email: ksnyder@auburnwa.gov
Jones & Stokes Associates, Inc.
Deborah Munkberg
710 Second Avenue, Suite 550
Seattle, WA 98104
Phone: (206) 801-2800
Fax: (206) 801-2899
Email: dmunkberg@jsanet.com
Agreement for Professional Services AG-C-347
November 18, 2008 Page 9 of 14
Jones & Stokes Associates, Inc.
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BY:
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Title:?
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Federal Tax ID #
Agreement for Professional Services AG-C-347
November 18, 2008 Page 11 of 14
EXHIBIT A
City of Auburn Residential Code Amendments
Scope of Services and Budget
The City of Auburn (CITY) has requested assistance from Jones & Stokes Associates, Inc.
(CONSULTANT) to support planning staff as an extension of staff regarding policy and code topic areas
for the update of residential sections of the City's Zoning and Subdivision Codes. This Scope of Services
identifies the Consultant level of effort through December 31, 2008.
The Consultant will provide general planning and land use consultation services at the request of and as
needed by the City based on mutually agreed timetables and levels of effort. It is anticipated that the
services under this Agreement shall be rendered in connection with the Client's Residential Code Update
Phase 1, and will include, but not necessarily be limited to, the following items:
• Client code evaluation;
• Example jurisdiction code research;
• Code update options analysis; and
• Support at staff, citizen, or decision-maker meetings.
Staff, Billing Rates and Cost
The scope of services will be comnleted on a time and marerialc hacPd ;n arrnrrianrP x.,;rh thP f„ii,,..,;.,,,
Position
Estimated Availability
Billing Rate
November 17 to December 31
Budgeted
$ / Hour
(Hours)
Fee
Lisa Grueter
$140
38
$ 5,320
Senior Planner
Gil Cerise
$120
90
$ 10,800
Senior Planner
Urban Planner*
$105
36
$3,780
Deborah Munkberg
$185
24
$ 4,440
Branch Leader**
Expenses: Travel,
$400
reproductions, postage,
At cost
deliver, and similar
Total
~
$24,740
dotes
* Staff to be used as needed in terms of research assistance following CITY approval.
**Staff to be used to back up or support senior planners, such as at meetings if needed following CITY approval.
Agreement for Professional Services AG-C-347
November 18, 2008 Page 12 of 14
CONSULTANT INVOICES
CONSULTANT invoices should contain the following information:
• On CONSULTANT letterhead.
• An accompanying narrative progress report stating the status of each task. This should
include major activities performed and items completed during the billing period and total
percentage of project completion along with funding status. Any important issues, concerns,
or problems/obstacles encountered should also be noted.
• Internal invoice number and/or sequential numeric number (i.e.: progress payment # 10).
• Invoice date.
• Period of time invoice covers.
• Consultant Agreement # (i.e.: AG-C-347).
• CITY'S project manager listed.
• The hour(s) per person broken down by task(s) (attach timesheets, spreadsheet detailing
timesheets, or some other form of proof) along with type of work done (i.e.: design,
right-of-way, or construction) or task order number.
• Direct salary (base salaries)
• Indirect salary (benefits)
• Direct non-salary (i.e.: mileage, reproduction fees (i.e.: printing, copying), communication
fees (i.e.: telephone), supplies, computer charges, subconsultants), indirect non-salary
(overhead). The CITY does not pay for CONSULTANT meals unless part of a task requires
travel outside of the greater Seattle, Tacoma, and Everett area. These costs are to be
broken down and backup information is to be attached to invoice. Project managers are to
inform CONSULTANTS as to what is required for break down information and if backup
information is to be attached. Break out the same for subconsultant charges.
• Previous and remaining base contract amounts left in each task and total contract - total
authorized amount (bottom line figure). Add amendments to this base contract amount for
total authorized amount.
• Percentage of work completed to date compared to total amount of work (if required by the
project manager).
• Invoices for previous year are due by January 15`n
Agreement for Professional Services AG-C-347
November 18, 2008 Page 13 of 14
SAMPLE INVOICE
City of Auburn
25 West Main
Auburn WA 98001
Attn: Chris Andersen (Project Manager)
Agency Agreement AG-C-347
Invoice 1234
Progress Payment 2
Invoice Date: February 10, 2002
Project Name: Code Update Project
Engineering Services performed during the period of: January 2002
JONES & STOKES ASSOCIATES, INC.
Personnel
Hours
Hourl Rate
Amount
Mike Jones, Princi al Planner
1
$ 125.00
$ 125.00
Carla Maker, Architect
2
$ 72.00
$ 144.00
Joe Smith, Word Processin
10
$ 48.00
$ 480.00
Consultant Personnel Subtotal
$ 749.00
Ex enses see attached documentation
Amount
Mike Jones, Princi al Planner
$
7.59
Carla Maker, Architect
$
33.00
Joe Smith, Word Processin
$
31.90
Consultant Ex enses Subtotal
$
72.49
Consultant Total:
TOTAL DUE THIS INVOICE
CONTRACT BREAKDOWN
$ 821.49
$ 821.49
Total
Task
Amount
Prior
This
Invoiced To
%
%
Amount
Authorized
Invoiced
Invoice
Date
Expended
Complete
RemaininQ
Or
iginal
Contract
$ 22,000.00
$ 1,025.00
$ 821.49
$ 1,846.49
10%
15%
$ 20,153.51
Amendment 1
$ 2,500.00
0.00
$ 0.00
$ 0.00
0%
0%
$ 2,500.00
TOTAL
$ 24,500.00
$ 1,025.00
$ 821.49
$ 1,846.49
8%
10%
$ 22,653.51
Agreement for Professional Services AG-C-347
November 18, 2008 Page 14 of 14
(.0 .-7
AMENDMENT #1 TO AGREEMENT NO. AG-C-347 BETWEEN
THE CITY OF AUBURN AND ICF JONES & STOKES ASSOCIATES, INC.
RELATING TO THE AUBURN CODE UPDATE PROJECT
THIS AMENDMENT is made and entered into this Z`kt~V day of~~-
200 ZS , by and between the CITY OF AUBURN, a municipal corporation of the State of
Washington (hereinafter referred to as the "CITY"), and ICF JONES & STOKES
ASSOCIATES, INC. (hereinafter referred to as the "CONSULTANT"), as an
Amendment to the Agreement between the parties for AG-C-347 executed on the 24tn
day of November 2008.
The changes to the agreement are described as follows:
1. CONTRACT TERM: The term of the Agreement for Professional Services is
extended to February 15, 2009.
2. SCOPE OF WORK: There is no change in the scope of work.
3. COMPENSATION: There is no change to the amount authorized in the original
agreement.
REMAINING TERMS UNCHANGED: That all other provisions of the Agreement
befinreen the parties for AG-C-347 executed on the 24th day of November 2008, shall
remain unchanged, and in full force and effect.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
day and year first above written.
ICF JONES & STOKES ASSOCIATES, INC.
By:
Authorized signature
CITY OF AUBURN
~ `
.
Pet r B. Lewis, Mayor
ATTEST (Optional):
By:
Its:
Approved as to form (Optional):
Attorney for (Other Party)
ATTEST:
D ielle E. Daskam, Auburn City Clerk
Approved as to form:
IZ),.,Daniel B. Heid, Auburn City Attorney
'S~"6~c--~► L. C.. ~ jq-q~o-t
Amendment No. 1 for Agreement No. AG-C-347
ICF Jones & Stokes Associates, Inc.
Page 1 of 1
REeEIVED BY :Z-/
' PERMlT GENTER
DEC ~1 A~I AMENDMENT #1 TO AGREEMENT NO. AG-C-347 BETWEEN
WtUCITY OF AUBURN AND ICF JONES & STOKES ASSOCIATES, iNC.
RELATING TO THE AUBURN CODE UPDATE PROJECT
THIS AMENDMENT is made and entered into this 2±1day o
200 '9- , by and between the CITY OF AUBURN, a municipal corporation of the State of
Washington (hereinafter referred to as the GCtTY"), and ICF JONES & STOKES
ASSOCIATES, INC. (hereinafter referred to as the "CONSULTANT"), as an
Amendment to the Agreement between the parties for AG-C-347 executed on the 24~'
day of November 2008.
The changes to the agreement are described as follows:
1. CONTRACT TERM: The term of the Agreement for Professional Services is
extended to February 15, 2009. .
2. SCOPE OF WORK: There is no change in the scope of work.
3. COMPENSATION: There is no change to the amount authorized in the original
agreement.
REMAINING TERMS UNCHANGED: That all other provisions of the Agreement
between the parties for AG-C-347 executed on the 24th day of November 2008, shall
remain unchanged, and in full force and effect.
1N WITNESS WHEREOF the parties hereto have executed this Agreement as of the
day and year first above written. -
ICF JONES & STOKES ASSOCIATES, tNC.
By:
Authorized signatu Pe,
ATTEST (Optional):
By:
Its:
CITY OF AUBURN
~ - ~
Pet r B. Lewis, Mayor
ATTEST:
2)41L-'t 6
D ielle E. Daskam, Auburn City Clerk
Approved as to form (Optional):
Attorney for (Other Party)
Amendment No.1 for Agreement No. AG-C-347
ICF Jones & Stokes Associates, Inc.
Page 1 of 1
Approved as to form:
A~( -
'~)~aniel B. Heid, Aubum City Attomey .
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