HomeMy WebLinkAboutShapiro & Associates AG-C-220
2005 AGREEMENT FOR PROFESSIONAL SERVICES
AG-C-220
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, SHAPIRO AND ASSOCIATES,INC., a Washington corporation,
whose address is 101 Yesler Way, Suite 400, 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.
Shapiro and Associates, Inc. will provide on-call environmental services for the
City of Auburn. Services may include wetland investigation and delineaticlns, wetland
and stream restoration and mitigation planning, assistance in obtaining
environmental permits, and general consultation regarding wetland and stream
related issues. Reports documenting work performed, including wetland locations,
wetland characteristics and functions, fish habitat, mitigation, and mitigation
monitoring plans, as well as other documents, will be provided when necessary.
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 Gompleted 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 Ewent 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
Agreement for Professional Services AG-C-220
January 11. 2005
Page 1 of 10
CONSULTANT. A prior supplemental Agreement issued by the CITY is required to
extend the established completion time.
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 necessalry to
complete the work. The CONSULTANT shall submit an itemized bill to thel 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. The
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 expl3nded 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
Agreement for Professional Services AG-C-220
January 11, 2005
Page 2 of 10
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
environmental and wetland 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 officefs and
employees harmless from and shall process and defend at its own expense 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;
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 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 CIITY, their
agents, officers and employees, this indemnity provision with respect to ('I) 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
Agreement for Professional Services AG-C-220
January 11. 2005
Page 3 of 10
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.
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 generallislbility
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) ~Ieneral
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
CONSULTANT under the terms of this Agreement, by the CONSULTANT, its
employees, agents and subcontractors.
Agreement for Professional Services AG-G-220
January 11. 2005
Page 4 of 10
Both the general liability and professional liability coverage shall provide that
the CONSULTANT'S insurance coverage shall be primary insurance as naspects the
CITY, its officials, employees and agents. Any insurance or self insurancls maintained
by the 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 State 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
CONSULTANT 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 Agreement
Agreement tor Professional Services AG..(>220
January 11, 2005
Page 5 of 10
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 a!¡rees 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
the CITY under the terms of this Agreement.
10. CERTIFICATION REGARDING DEBARMENT. SUSPENSION. A~ID OTHER
RESPONSIBILITY MATTERS-PRIMARY COVERED TRANSACTIONS.
The prospective primary participant certifies to the best of its knowllsdge 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 clr
commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, or receiving stiJlen
property;
Agreement for Professional Services AG..c-220
January 11. 2005
Page 6 of 10
----~--------_._----_._._..._-~,--_._--_..__..~-_....-------_....~
(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.
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, thø
CONSULTANT shall (1) promptly discontinue all services affected as direc:ted 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.
Agreement for Professional Services AG-C-220
January 11, 2005
Page 7 of 10
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 cla,ims 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 ancl 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, notwithstanding such
dispute or conflict, the CONSULTANT shall continue to make a good faith 'sffort to
cooperate and continue work toward successful completion of assigned duties and
responsibilities.
12.4. The CITY and the CONSULTANT respectively bind themselvEls, 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 federal laws
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.
Agreement for Professional SelVices AG-C-220
January 11, 2005
Page 80110
12.9. This Agreement shall be administered by Michael A. Wert, 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
Attn: William S. Helbig
25 W Main Street
Auburn WA 98001
Phone: 253.288.3142
Fax: 253.931.3053
E-mail: whelbig@cLauburn.wa.us
Shapiro and Associates, Inc.
Attn: Michael A. Wert
101 Yesler Way, Suite 400
Seattle, WA 98104
Phone: 206.624.9190
Fax: 206.624.1901
E-mail: mwert@shap.com
12.10. All notices or communications permitted or required to be gliven 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 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 wrilting, stating
his, her, or its new address, to any other party, all pursuant to the procedure set forth
in this section of the Agreement.
12.11. This Agreement may be executed in multiple counterparts, €,ach 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.
Agreement for Professional Services AG..c·220
Janual)' 11. 2005
Page 9 of 10
.- _."~.----_. -_.,,--
ATTEST:
JJä¡:;;;¿¡ ¿:[) /J~I&~ ./
Danielle E. Daskam, City Clerk
APPROVED AS TO FORM:
Date
SHAPIRO AND ASSOCIATES, INC.
/
uJe"
p¡¿,¿- s
-
Federal Tax 10 #
File: H:\ConsultantslAgreements\2005IAGC220 Agreement (SM).Doc
Agreement for Professional Services AG-G-220
January 11. 2005
Page 10of10
EXHIBIT A
SAMPLE ANNUAL CONTRACT TASK ASSIGNMENT DOCUMENT
AGREEMENT #: AG-C-xxx
TASK NUMBER: xxx-Txx-xx>,
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
SHAPIRO AND 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 Rates
Job Title Billing Rate Billing Rate
(Minimum) (Maximum)
Planner V $136 $143
Planner IV $102 $108
Scientist VI $154 $169
Scientist V $111 $144
Scientist IV $73 $99
Scientist III $67 $78
Scientist II $52 $62
Scientist I $44 $46
Contracts Administrator . $82 $86
Technical Editor $60 $83
Graphics $58 $84
Word Processing $68 $86
Clerical $44 $48
Expense Rates
Expense Category Billing Rate
Mileage . $0.405/mile
Outside Photocopies/Printing Cost + 10%
Transportation by Public Carrier Cost + 10%
Outside Services or Subcontractors Cost + 10%
Materials and Supplies Cost + 10%
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 (i.e.: progress payment # 10).
· Invoice date.
· Period of time invoice covers.
· Consultant Agreement # (i.e.: AG-C-115).
· 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, spreadshe1et 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 mi:1uires 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 arls to inform
consultants as to what is required for break down information and if backup infDrmation 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 needled, reference
the LAG manual.
~. '~----.-.--.._-
I
SAMPLE INVOICE
City of Auburn
25 West Main
Auburn WA 98001
Attn: William S. Helbig
Agreement #: AG-C-010
Project #: C310A
Task Order #: PE- T03-001
Invoice #: 5222
Progress Payment #: 2
Invoice Date: February! 0, 2005
Project Name: Thomas Neison Farm
Engineering Services performed during the period of: January 2005.
SAMPLE ENGINEERING, INC.
Personnel
Mike Jones, Principal in Charge
Carla Maker, Architect
Joe Smith. Word Processina
Consultant Personnel Sub Total:
Hours Hourlv Rate Amount
1 $125.00 $125.00
5 $ 72.00 $144.00
1 0 $ 48.00 $480.00
$749.00
EXDenses (see attached documentation) Charaes
Mileage ($0.345/mile): 20 miles
Communications: $30.00
Printino: $29.00
Consultant Expenses Sub Total:
Consultant Total:
MultiDlier Total
x 1.1 $ 7.59
x 1.1 $33.00
x 1.1 $31.90
$~72.49
$:821.49
SUB CONSULTANTS
Subconsultant (see attached documentation)
ABC ENVIRONMENTAL, INC., Civil Engineer
ELECTRICAL CONSULTING, Electrical Engineer
MECHANICAL SOLUTIONS, Mechanical Engineer
MOVING COMPANY. Movina Consultant
Subconsultant Sub Total:
x 1.1 Multiplier:
Subconsultant Total:
Hours
10
5
10
2
Hourlv Rate
$100.00
$100.00
$100.00
$100.00
Amoun~
$1,000.00
$ 500.00
$1,000.00
$ 100.00
$2,600.00
$ 260.00
$2,860.00
-.... - ----.--.. -.... -...-.... -.... --..-.. -.... -.. --....-....-- --.... -.... -....- -.. -.. --- - -.. ---.. - ...-.... -..... ---- --- -.-
-.. -.. -.. - ..--. -.. - ---.. -.. .!!?!~'=- ~I:!.~. !~!~~~.Y.<?!C:!=_.. _____. ____ _ _ __g.~~~:~~. _.. _ _ _ _.._
CONTRACT BREAKDOWN
Amount Prior This Total Invoiced % % Amount
Task Authorized Invoiced Invoice To Date Expended Compl:eted
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
--" -- --·----··_________·,·,_·_____··,_..___u