HomeMy WebLinkAboutZipper Zeman Assoc AG-C-219
2005 AGREEMENT FOR PROFESSIONAL SERVICES
AG-C-219
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 with, ZIPPER ZEMAN ASSOCIATES, INC., a Washington corporation,
whose address is 18905 - 33rd Avenue West, #117, Lynnwood, Washington, 98036,
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.
Zipper Zeman Associates, Inc. will provide on-call geotechnical and
environmental investigation and analysis including, but not limited to, the review of
existing geotechnical and environmental information, subsurface exploration by the
CONSUL TANT or their subcontractor, soil sampling and testing, groundwatl3r
measurement and testing, soil property analyses, and documentation and mport
preparation for the results of these tests and analyses,
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 31,2005.
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 caused by an act of
GOD or governmental actions or other conditions beyond the control of the
CONSULTANT, A prior supplemental Agreement issued by the CITY is required to
extend the established completion time.
Agreement for Professional Services AG~C-219
January 11, 2005
Page 1 of 10
----~._--
--_.._-----..~--,~. -...-
3. COMPENSATION.
The CONSULTANT shall be paid by the CITY for completed services rendered under
the approved individual work task orders for each assignment (see example Exhibit A),
Such payment shall be full compensation for work performed or services rendered and
for all labor, materials, supplies, equipment and incidentals necessary to complete the
work, The CONSULTANT shall submit an itemized bill to the CITY prior to payment.
The CONSULTANT shall be paid by the CITY based upon the fees included on
each individual approved work task order, These fees will be "not to exceed" lump sum
figures based on the fee scheduled outlined in Exhibit B for work performed under this
Agreement. Exhibit B is attached hereto and by reference made a part of this
Agreement. Compensation shall include all consultant expenses including, but not
limited to, overhead, profit and direct non-salary costs and shall not exceed that amount
shown on each approved individual work task order under this contract. Th'3 total
amount of the Agreement is not to exceed $50,000.00,
In the event services are required 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. 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, desi!Jns,
drawings, specifications, reports and other services required, The CONSULTANT shall
Agreement for Professional Services AG-C-219
January 11, 2005
Page 2 of 10
--..' -..---....---......----....---
perform its services to conform to generally accepted professional geotechnical
engineering standards, geologic 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,
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.
5, INDEMNIFICATION/HOLD HARMLESS.
The CONSULTANT shall indemnify and hold the CITY and its officers and
employees harmless from and shall process and defend at its own expensEi all claims,
demands, or suits at law or equity arising in whole or in part from the CONSULTANT'S
negligence or breach of any of its obligations under this Agreement; providEid 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 conduct of the
CITY, their agents, officers 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, their agents, officers and 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-219
January 11. 2005
Page 3 of 10
- - .__....__._-_..,,~
------------.,_,_____ ___~___m.....____.._. ~
6. 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.
7. INSURANCE.
CONSULTANT shall procure and maintain for the duration of this Agreement,
commercial general liability insurance against claims for injuries to persons or damage
to property which may arise from or in conjunction with services provided to the CITY by
the CONSULTANT, its agents, employees or subcontractors, under this Agreement.
The CONSULTANT agrees to provide commercial general liability insurance and shall
maintain liability limits of no less then ONE MILLION DOLLARS ($1,000,000) per
occurrence and ONE MILLION DOLLARS ($1,000,000) general aggregate. The
CONSULTANT shall also provide and maintain professional liability coverage in the
minimum liability limits of ONE MILLION DOLLARS ($1,000,000) per claim and TWO
MILLION DOLLARS ($2,000,000) aggregate.
The general liability coverage shall also provide that the CITY, its officers,
employees and agents are to be covered as additional insured as respects: Liability
arising out of the services or responsibilities performed by or under obligation of the
CONSUL TANT under the terms of this Agreement, by the CONSULTANT, its
employees, agents and subcontractors.
Both the general liability and professional liability coverage shall provide that the
CONSULTANT'S insurance coverage shall be primary insurance as respects the CITY,
its officials, employees and agents. Any insurance or self insurance maintained by the
Agreement for Professional Services AG.C-219
January 11, 2005
Page 4 of 10
-~----_._....._--------_..,.._._---,-~-
CITY, its officials, employees or agents shall be excess to the CONSULTANT'S
insurance and shall not contribute with it. Each insurance policy required by this
section of the Agreement shall be endorsed to state that coverage shall not be
suspended, voided, or canceled except when 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 Statl3 of
Washington. The CONSULTANT agrees to provide copies of the certificates of
insurance to the CITY specifying the coverage required by this section within 14 days of
the execution of this Agreement. 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 CONSUL.TANT has
fully complied with this section.
8. 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.
9. 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 A~ reement 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
Agreement for Professional Services AG-C-219
January 11, 2005
Page 5 of 10
. ---~~'---_..._._-_._-'_..,.~--_._----._.._-.-.._-----------¡--_.__. ..-
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 information compiled in providing services to tile CITY
under the terms of this Agreement.
10. 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 char!ged by a
governmental entity (federal, state, or local) with commission of any of the
offenses enumerated in paragraph "(b)" of this certification; and
Agreement for Professional Services AG-C-219
January 11, 2005
Page 6 of 10
----------------_._------,._-----~,._--_.-
(d) Have not within a three-year period preceding this application/pmposal 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.
11. 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,
12. GENERAL PROVISIONS.
12.1. 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.
12.2. 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,
Agreement for Professional Services AG-C-219
January 11, 2005
Page 7 of 10
--------_._-"--~---_._._._-----_..._...._-~,-'''---~-~- ._~
Pending final decision of a dispute hereunder, the CONSULTANT and the CITY shall
proceed diligently with the performance of the services and obligations herein.
12.3. In the event that any dispute or conflict arises between the parties while
this Agreement is in effect, the CONSULTANT agrees that, notwithstandin! 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,
12.4. The CITY and the CONSULTANT respectively bind themselvE!s, their
partners, successors, assigns, and legal representatives to the other party to this
Agreement with respect to all covenants to this Agreement.
12.5. 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.
12.6, Should it become necessary to enforce any term or obligation of this
Agreement, then all costs of enforcement including reasonable attorneys fees and
expenses and court costs shall be paid to the substantially prevailing party,
12.7. The CONSULTANT agrees to comply with all local, state and I'ederallaws
applicable to its performance as of the date of this Agreement.
12.8. If any provision of this Agreement is invalid or unenforceable, the
remaining provisions shall remain in force and effect.
12.9. This Agreement shall be administered by David C. Williams, 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:
Agreement for Professional Services AG-C-219
January 11, 2005
Page 8 of 10
U·~--~---_·_"_·_·_-----_·_--_·_··_··_··-T------··_---·-
City of Auburn Zipper Zeman Associates, Inc.
Attn: William S. Helbig Attn: David C. Williams
25 W Main Street 18905 - 133rd Avenue West, #117
Auburn WA 98001 Lynnwood, WA 98036
Phone: 253.288.3142 Phone: 425,771.3304
Fax: 253.931.3053 Fax: 425,771.3549
E-mail: whelbig@cLauburn.wa.us E-mail: dave.williams@zipperzeman.com
12.10. 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 teo have been
duly given if mailed by certified mail, return receipt requested, and addressl~d to the
address for the party set forth in 12.9, 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 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 procedum set forth in
this section of the Agreement.
12.11. This Agreement may be executed in multiple counterparts, each of which
shall be one and the same Agreement and shall become effective when onl~ or more
counterparts have been signed by each of the parties and delivered to the eother party.
Agreement for Professional Services AG-C-219
January 11, 2005
Page 9 of 10
-~---_.
. .. --,- ~---
Date
ATTEST:
~¿O(J~
Danielle E. Daskam, City Clerk
APPROVED AS TO FORM:
ZIPPER ZEMAN ASSOCIATES, INC.
~l~CJ\I~
Title:~<Vì('Á~
Federal Tax ID #
File: H:\ConsultantslAgreements\2005IAGC219 Agreement (ZZA).Doc
Agreement for Professional Services AG-C-219
January 11, 2005
Page 10 of 10
------,-- -
EXHIBIT A
SAMPLE ANNUAL CONTRACT TASK ASSIGNMENT DOCUMENT
AGREEMENT #: AG-C-xxx
TASK NUMBER: xxx-Txx-xxx
CONSULTANT:
PROJECT #:
The general provisions and clauses of the Agreement referenced above shall be in full
force and effect for this Task Assignment.
Location of Project:
Maximum Amount Payable per this Task Assignment:
$xxx.xx
Completion Date:
Scope of Work:
APPROVALS
Consultant Project Manager:
Signature:
Date:
Agency Project Manager:
Signature:
Date:
If over $5,000 the Mayor must sign here:
Signature: Date:
Note: If this task order is over $25,000 then it must go before the Public Works
Committee and City Council for approval prior to the mayor's signature.
Page 1 of 1
--.-."--..--"~-----~.-----'~._..---_..---~--
EXHIBIT B
FEE SCHEDULE
ZIPPER ZEMAN ASSOCIATES, INC.
CHARGES: Charges for employees are determined by the hourly rates listed below,
Charges for reimbursable expenses are specified below or in individual task order proposals,
labor Category Rate Expense Category Rate
Clerical $ 42/hour Equipment Rental Per Schedule
Technician/Drafting $ 63/hour Mileage $O.405/mile
Field Engineer/Geologist $ 78/hour Outside Copies Cost + 10%
Staff Engineer/Geologist $ 88/hour Transportation by Public Cost + 10%
Carrier
Project Engineer/Geologist $ 100/hour Outside Services or Cost + 10%
Subcontractors
Senior Engineer/Geologist $110/hour Materials and Supplies Cost + 10%
Associate $120/hour
Principal $150/hour
Expert Witness (4-hr min) 175%
Base Rate
Eauipment Rental List
Equipment Rate Equipment Rate
Disposable Bailer $ 2.00 each Horiba $ 75.00 / day
Digital Camera $ 20.00/ day Level $ 30.00/ day
DCP $ 20.00/ day Mini Rae $ 75.00/ day
Slope Indicator (Digitilt) $ 100.00 / day Nuclear Densometer $ 25,00/ day
Distance Measurer $ 5.00 / day Peristaltic Pump $ 50.00 / day
Hand Auger $ 20.00 / day Water Level Indicator $ 20.00 / day
Hep Vac. $ 30.00/ day
Page 1 of 1
- -"---..-.-'-.
CONSULTANT INVOICES
Consultant invoices should contain the following information:
· On consultant letterhead.
· A cover letter stating the status of each task, This should include items completed, percent
completed during the billing period and completion along with funding status.
· Internal invoice number and/or sequential numeric number (Le,: progress payment # 10).
· Invoice date,
· Period of time invoice covers.
· Consultant Agreement # (I.e.: AG-C-219).
· Project number(s) listed (I.e.: C310A).
· Task Order number(s) listed (I.e.: PE-T03-001)
· 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 naquires 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).
· Status of Management Reserve Fund (MRF) (I.e.: a certain task) until we can get an
amendment in place.
· Invoices for previous year are due by January 15th.
· For granUspecial funded projects there might be other special information neecled,
reference the LAG manual.
-------.--..,.- -- --'--~._---'-'-----"--'-'-~-~_._-----
SAMPLE INVOICE
City of Auburn
25 West Main
Auburn WA 98001
Attn: William S, Helbig
Agreement #: AG-C-219
Project #: C31 OA
Task Order #: PE- T03-001
Engineering Services performed during the period of: January 2005,
SAMPLE ENGINEERING, INC.
Personnel
Mike Jones, Principal in Charge
Carla Maker. Architect
Joe Smith. Word Processino
Consultant Personnel Sub Total:
Hours
1
5
10
Hourlv Rate
$125,00
$ 72.00
$ 48,00
EXDenses (see attached documentation) Charoes
Mileage ($O,345/mile): 20 miles
Communications: $30.00
Printino: $29.00
Consultant Expenses Sub Total:
Consultant Total:
SUB CONSULTANTS
Subconsultant (see attached documentation)
ABC ENVIRONMENTAL, INC., Civil Engineer
ELECTRICAL CONSULTING, Electrical Engineer
MECHANICAL SOLUTIONS, Mechanical Engineer
MOVING COMPANY, Movino Consultant
Subconsultant Sub Total:
x 1.1 Multiplier:
Hours
10
5
10
2
Subconsultant Total:
Invoice #: 5222
Progress Payment #: 2
Invoice Date: February 10. 2005
Project Name: Thomas Nelson Farm
Amount
$125,00
$144.00
$480.00
$749,00
MultiDlier
xU
x 1.1
x 1.1
Hourlv Rate
$100,00
$100,00
$100.00
$100.00
Total
$ 7.59
$33.00
$31,90
$72.49
$821.49
Amounl;
$1.000.00
$ 500.00
$1,000,00
$ 100,00
$2,600.00
$ 260.00
$2,860.00
_n_,,_,,_u_n_"_U_h_"_"_h_"_"_'._.._.._n_h_"_U_"-"-"-"_n_n_"_.._n_n_.._.._.._u_n_.._.._.._n_.._h_n_"_U_"_n_U_"_n_"_U_n_·"_"_n_n_n_h_.._.._...
--------u______u____u_!:C?!:~L_~lJE_!:I:I.I1)~N_"2!c:.I:_________u___~:I.,~8_1,~~___u_____u
CONTRACT BREAKDOWN
Amount Prior This Total Invoiced % % Amount
Task Authorized Invoiced Invoice To Date Expended Completl3d Remaining
Task Order
No. $22,000.00 $1,025,00 $2,681.49 $3,706.49 20% 25% $18,293.51
Task Order
No. $10,000,00 $752,00 $4,872.93 $5,624,93 56% 65% $4,375.07
---_._----'-_..._._-----.,--_._--_._-_.._.~-_.,._--_.. .,..---...---..-
---,---.-.--
,