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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