HomeMy WebLinkAboutESA Adolfson AG-C-364j~ ~ • ( (o .
AG-C-364
CITY OF AUBURN AGREEMENT
FOR CONSULTING SERVICES
THIS AGREEMENT made and entered into on this ~ daY of
200L by and between the City of Auburn, a municipal corporation of the State of Washington,
hereinafter referred to as "City", and ESA Adolfson hereinafter referred to as the "Consultant."
WITNESSETH:
WHEREAS, the City is engaged in or readying itself to be engaged in its project of
updating the City of Auburn Shoreline Master Program and is in need of services of individuals,
employees or firms for professional planning work on said project; and,
WHEREAS, the City desires to retain the Consultant to provide certain services in
connection with the City's work on said project; and,
WHEREAS, the Consultant is qualified and able to provide consulting services in
connection with the City's needs for the above-described work/project, 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 Consultant agrees to perform in a good and professional manner the tasks described
on Exhibit "A" attached hereto and incorporated herein by this reference. (The tasks
described on Exhibit "A" shall be individually referred to as a"task," and collectively
referred to as the "services.") The Consultant shall perform the services as an
independent contractor and shall not be deemed, by virtue of this Agreement and the
performance thereof, to have entered into any partnership, joint venture, employment or
other relationship with the City.
2. Additional Services.
From time to time hereafter, the parties hereto may agree to the performance by the
Consultant of additional services with respect to related work or projects. Any such
agreement(s) shall be set forth in writing and shall be executed by the respective parties
prior to the Consultant'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 addendum (agreement for additional services), such addendum shall be
incorporated into this Agreement and shall have the same force and effect as if the terms
of such addendum were a part of this Ageement as originally executed. The
performance of services pursuant to an addendum shall be subject to the terms and
conditions of this Agreement except where the addendum provides to the contrary, in
which case the terms and conditions of any such addendum shall control. In all other
Agreement for Professional Services AG-C-364
ESA Adolfson
Page 1 of 13
respects, any addendum 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 Addendum.
The parties hereby agree that situations may arise in which services other than those
described on Exhibit "A" are desired by the City and the time period for the completion
of such services makes the execution of addendum impractical prior to the
commencement of the Consultant's performance of the requested services. The
Consultant hereby agrees that it shall perform such services upon the oral request of an
authorized representative of the City pending execution of an addendum, at 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. Consultant's Representations.
The Consultant hereby represents and warrants that he has all necessary licenses and
certifications to perform the services provided for herein, and is qualified to perform such
services.
5. Cit. 'ponsibilities.
The City shall do the following in a timely manner so as not to delay the services of the
Consultant:
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 Consultant 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 Consultant to
perform the services provided for herein.
d. Examine and evaluate all studies, reports, memoranda, plans, sketches, and other
documents prepared by the Consultant and render decisions regarding such
documents in a timely manner to prevent delay of the services.
6. Acceptable Standards.
The Consultant shall be responsible to provide, in connection with the services
contemplated in this Agreement, work product and services of a quality and professional
standard acceptable to the City.
7. Compensation.
As compensation for the Consultant's performance of the services provided for herein,
the City shall pay the Consultant fees and costs a sum not to exceed $23,500. Costs will
be based on Exhibit B, 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 D. The Consultant shall submit to the City
an invoice or statement of time spent on tasks included in the scope of work provided
Agreement for Professional Services AG-C-364
ESA Adolfson
Page 2 of 13
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 Consultant
thereafter in the normal course, subject to any conditions or provisions in this Agreement
or addendum.
8. Time for Performance and Term of Agreement.
The Term of this Agreement shall commence on the date hereof, and shall terminate at
5:00 PM on June 30, 2009. The schedule for completion of work will be based on Exhibit
C, which is attached hereto and by this reference made a part of this Agreement.
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 Consultant 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.
11. Continuation of Performance.
In the event that any dispute or conflict arises between the parties while this Contract 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 to work toward
successful completion of assigned duties and responsibilities.
12. Administration of Agreement.
This Agreement shall be administered by Kent Hale, 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
Director of Planning, Building & Community
Auburn City Hall
25 West Main
Auburn, WA 98001-4998
(253) 931-3000 FAX (253) 931-3053
Consultant
ESA Adolfson Associates, Inc.
5309 Shilshole Avenue NW, Ste 200
Seattle, WA 98107
(206) 789-6958 FAX (206) 789-9684
Agreement for Professional Services AG-C-364
ESA Adolfson
Page 3 of 13
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, or if to a person not a party to this Ageement, to the address
designated by a party to this Agreement in the foregoing manner.
Any party may change his, her or its address by giving notice in writing, stating his, her
or its new address, to any other party, all pursuant to the procedure set forth in this
section of the Agreement.
14. Insurance.
The Consultant shall be responsible for maintaining, during the term of this Agreement
and at its sole cost and expense, the types of insurance coverages and in the amounts
described below. The Consultant shall furnish evidence, satisfactory to the City, of all
such policies. During the term hereof, the Consultant shall take out and maintain in full
force and effect the following insurance policies:
a. Commercial General Liability insurance, insuring the City and the Consultant against
loss or damages arising from premises, operations, independent contractors and
personal injury and advertising injury. 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, with minimum liability limits of $1,000,000.00
combined single limit for personal injury, death or property damage in any one
occurrence.
b. Such workmen's compensation and other similar insurance as may be required by
law.
c. Professional liability insurance with minimum liability limits of $1,000,000.
d. 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.
e. The 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.
15. Indemnification.
The Consultant shall indemnify, defend and hold the City and its officers, agents and
employees, or any of them harmless from any and all claims, actions, suits, liability, loss,
Agreement for Professional Services AG-C-364
ESA Adolfson
Page 4 of 13
costs, expenses, and damages of any nature whatsoever, including attorney fees, by any
reason of or arising out of the act or omission of the Consultant, its officers, agents,
employees, or any of them relating to or arising out of the performance of this Agreement
except for injuries and damages caused by the sole negligence of the City. If a final
judgment is rendered against the City, its officers, agents, employees and/or any of them,
or jointly against the City and the Consultant and their respective officers, agents and
employees, or any of them, the Consultant shall satisfy the same to the extent that such
judgment was due to the Consultant's negligent acts or omissions.
It is further specifically and expressly understood that the indemnification provided
herein constitutes the Contractor'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. Assi ng ment.
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. Amendment, Modification or Waiver.
No amendment, modification or waiver of any condition, provision or term of this
Agreement shall be valid or of any effect unless made in writing, signed by the party or
parties to be bound, or such party's or parties' duly authorized representative(s) and
specifying with particularity the nature and extent of such amendment, modification or
waiver. Any waiver by any party of any default of the other party shall not effect or
impair any right arising from any subsequent default.
Nothing herein shall limit the remedies or rights of the parties hereto under and pursuant
to this Agreement.
18. Termination and Suspension.
Either party may terminate this Agreement upon written notice to the other party if the
other party fails substantially to perform in accordance with the terms of this Agreement
through no fault of the party terminating the Agreement.
The City may terminate this Agreement upon not less than seven (7) days written notice
to the Consultant if the services provided for herein are no longer needed from the
Consultant.
If this Agreement is terminated through no fault of the Consultant, the Consultant shall be
compensated for services performed prior to termination.
Agreement for Professional Services AG-C-364
ESA Adolfson
Page 5 of 13
19. Parties in Interest.
This Agreement shall be binding upon, and the benefits and obligations provided for
herein shall inure to and bind, the parties hereto and their respective successors and
assigns, provided that this section shall not be deemed to permit any transfer or
assignment otherwise prohibited by this Agreement. This Agreement is for the exclusive
benefit of the parties hereto and it does not create a contractual relationship with or exist
for the benefit of any third party, including contractors, sub-contractors and their sureties.
20. Costs to Prevailing Party.
In the event of such litigation or other legal action, to enforce any rights, responsibilities
or obligations under this Agreement, the prevailing parties shall be entitled to receive its
reasonable costs and attorney's fees.
21. Applicable Law.
This Agreement and the rights of the parties hereunder shall be governed by and
interpreted in accordance with the laws of the State of Washington and venue for any
action hereunder shall be in of the county in Washington State in which the property or
project is located, and if not site specific, then in King County, Washington; provided,
however, that it is agreed and understood that any applicable statute of limitation shall
commence no later than the substantial completion by the Consultant of the services.
22. Captions, Headings and Titles.
All captions, headings or titles in the paragraphs or sections of this Agreement are
inserted for convenience of reference only and shall not constitute a part of this
Agreement or act as a limitation of the scope of the particular paragraph or sections to
which they apply. As used herein, where appropriate, the singular shall include the plural
and vice versa and masculine, feminine and neuter expressions shall be interchangeable.
Interpretation or construction of this Agreement shall not be affected by any
determination as to who is the drafter of this Agreement, this Agreement having been
drafted by mutual agreement of the parties.
23. Severable Provisions.
Each provision of this Agreement is intended to be severable. If any provision hereof is
illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect
the validity of the remainder of this Agreement.
24. Entire Agreement.
This Agreement contains the entire understanding of the parties hereto in respect to the
transactions contemplated hereby and supersedes all prior agreements and understandings
between the parties with respect to such subject matter.
Agreement for Professional Services AG-C-364
ESA Adolfson
Page 6 of 13
25. Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be one
and the same Ageement and shall become effective when one or more counterparts have
been signed by each of the parties and delivered to the other party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
effective the day and year first set forth above.
CITY OF AUBURN
,
Peter B. Lewis, Mayor
Attest:
k z'7
Danie le E. Daskam City Clerk
CONSULTANT
am • ~ d l ~oh
• ~ h~~ ~ IZ t f~~ ~dGc l~
Approved as to form:
0?l ~ -~er-
Daniel . Heid, City Atto
Agreement for Professional Services AG-C-364
ESA Adolfson
Page 7 of 13
Exhibit A
SCOPE OF WORK
City of Auburn
SHORELINE MASTER PROGRAM UPDATE
2008 - 2009
This scope of work addresses tasks for completion of the Shoreline Master Program
Update for services through June 30, 2009. The task numbers correspond to those
defined in Amendment 2 to SMA Grant Agreement No. G0600103 between Ecology and
the City of Auburn. The total amount of the work shall not exceed $23,500.00 unless
the Contract and Scope of Work are amended. While the hours within the tasks
identified on Exhibit B(budget) may fluctuate, ESA Adolfson's level of effort will be
limited to the total hours and budget specified in the contract, unless otherwise
amended by the City.
Task 2.1: Public Participation Process
At the direction of City staff, support City staff in preparation of
informational materials (e.g., handouts, website content, articles, or
other graphic materials) to help the public understand new SMP
requirements and how the update relates to changes in the City's
current shoreline regulations.
Assumptions
for Task 2.1: ESA Adolfson will develop and deliver materials in electronic
format. City staff will print or copy hard copies.
Task 7.1: Coordination with Ecology and Revisions to
Locally Adopted Plan
Provide support to City staff in coordination with Department of
Ecology staff. Support may include attendance at meetings and/or
participation in conference calls with Ecology staff. This task would
also include assisting City staff with review of Ecology comments
Agreement for Professional Services AG-C-364
ESA Adolfson
Page 8 of 13
on Locally Adopted Plan, assistance with preparation of responses,
and assistance with revisions to the SMP document following
Ecology review. This task would also include preparation of a
revised SMP Submittal Checklist.
Assumptions
for Task 7.1: City staff will direct Adolfson for support on specific elements at
their discretion, within the hours and budget specified for the task,
including attendance at up to 2 meetings with Ecology (meetings
scoped at one staff person for 7 hours per staff, comprised of 1.5 hr
preparation, 1.5 hr travel, 2 hrs meeting attendance/participation, 2
hr follow-up).
Task 9.1: Adoption of Final SMP
At the direction of City staff, support City staff in preparation of
Council packet materials, and/or participation at City Council or
Council Committee meetings to facilitate adoption of the revised
SMP, following revisions per Ecology comments and coordination
occurring under Task 7.1.
Assumptions
for Task 9.1: City staff will direct Adolfson for support on specific elements at
their discretion, within the hours and budget specified for the task,
including attendance at up to 3 meetings with City Council or
Council Committees (meetings scoped at one staff person for 7
hours per staff, comprised of 1.5 hr preparation, 1.5 hr travel, 2 hrs
meeting attendance/participation, 2 hr follow-up).
Agreement for Professional Services AG-C-364
ESA Adolfson
Page 9 of 13
Exhibit B
BUDGET
City of Auburn
SHORELINE MASTER PROGRAM UPDATE
2008 - 2009
Task Fee
2.1 Public Participation Process $4,000
7.1 Coordination with Ecology and Revisions to Locally Adopted
Plan
3 _
9.1 Adoption of Final SMP
TOTAL
Agreement for Professional Services AG-C-364
ESA Adolfson
Page 10 of 13
Exhibit C
SCHEDULE
All work to be performed under this agreement shall be completed on or before June 30, 2009.
The CONSULTANT and the CITY mutually agree that the detailed schedule for work performed
under this ageement will be determined in consultation with the Washington State Department
of Ecology as part of the formal state review process for the SMP Update.
Agreement for Professional Services AG-C-364
ESA Adolfson
Page 11 of 13
Exhibit D
CON5ULTANT 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, percentage
of task completion for current period, and total percentage of task 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-364
ESA Adolfson
Page 12 of 13
SAMPLE INVOICE
City of Auburn
25 West Main
Auburn WA 98001
Attn: Chris Andersen (Project Manager)
Project Name
Agency Agreement AG-C-347
Invoice 1234
Progress Payment 2
Invoice Date: February 10, 2002
Project Name: Code Update
Engineering Services performed during the period of: January 2002
ABC Consultants, Inc.
Personnel
Hours
Hourly 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
Expenses (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
$ 821.49
$ 821.49
CONTRACT BREAKDOWN
Total
Task
Amount
Prior
This
Invoiced To
%
%
Amount
Authorized
Invoiced
Invoice
Date
Ex ended
Com lete
Remaining
Original
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-364
ESA Adolfson
Page 13 of 13