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2005 AGREEMENT FOR TECHNICAL REVIEW
PROFESSIONAL SERVICES
AG-C-196
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, Winslow Partnership, a partnership whose address iB 8415 129th
Place SE, Newcastle, WA 98056-9105, 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.
Complete the review and approval of hazardous materials use and storage at the
Safeway Distribution Center.
The following tasks may be performed by the CONSULTANT, as requested by
the CITY:
· Provide consultation to the CITY and the design team as requested.
· Review plans and specifications for hazardous materials issues regulated by the
USC, UFC and UMC.
· Review the Hazardous Materials Inventory Statement and the Hazardous
Materials Management Plan.
· Provide written comments on all documents reviewed. The comments will be in
the form of an Excel spreadsheet listing the document, the date, the comment,
the code citation, and the status of the item, either open, complete, or field verify.
· Attend meetings if requested by the CITY.
· Inspect the facility during construction.
· Witness testing of hazardous materials life safety systems.
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Agreement for Professional Services AG-C-196
February 22, 2005
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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
July 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.
3. COMPENSATION.
Compensation will be on a time and material basis, not to exceed $20,000.100. Costs
will be based on the following rates: William Winslow CIH, ICSO/IFCI Certified UMC
and UFC at a rate of $100.00 per hour, and Jeanette Winslow, EIT, Quality Control at a
rate of $60.00 per hour.
The CONSULTANT shall be paid by the CITY for direct non-salary cost, per
attached Exhibit A, at the actual cost to the CONSULTANT plus 10%. Exhibit A is
attached hereto and by this reference made a part of this Agreement. These charges
may include, but are not limited to the following items: reproduction fees,
communication fees, and mileage. The billing for non-salary cost, directly identifiable
with the project, shall be submitted as an itemized listing of charges supported by
copies of the original bills, invoices, expense accounts and miscellaneous supporting
data retained by the CONSULTANT. Copies of the original supporting documents shall
be supplied to the CITY upon request. All above charges must be necessary for the
services provided under the Agreement.
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Agreement for Professional Services AG-C-196
February 22, 2005
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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 expemded 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, designs,
drawings, specifications, reports and other services required. The CONSUIL TANT shall
perform its services to conform to generally-accepted professional plan review
standards as depicted in the UBC, UMC & UFC, 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 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; provide!d that
nothing herein shall require the CONSULTANT to indemnify the CITY against and hold
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Agreement for Professional Services AG-C-196
February 22, 2005
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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 <:Iaims 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.
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 insurancle 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 covera!~e in the
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Agreement for Professional Services AG-C-196
February 22, 2005
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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.
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 maintclined by the
CITY, its officials, employees or agents shall be excess to the CONSUL TAI'.JT'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 insuralnce shall be
obtained from an insurance company authorized to do business in the Statø of
Washington. The CONSULTANT agrees to provide copies of the certificatE~s 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 thclt 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 ollher
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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.greement 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 (Eì) 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 information compiled in providing services to the CITY
under the terms of this Agreement.
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February 22, 2005
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10. CERTIFICATION REGARDING DEBARMENT. SUSPENSIOIN. AND
OTHER RESPONSIBILITY MATTERS-PRIMARY COVERED TRANSACTIIONS.
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 contraGt under a
public transaction; violation of federal or state antitrust statues or commission
of embezzlement, theft, forgery, bribery, falsification or destructiøn 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 alny 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) terminate!d for cause
or default.
Where the prospective primary participant is unable to certify to any øf the
statements in this certification, such prospective participant shall attach an ¡explanation
to this proposal.
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Agreement for Professional Services AG-C-196
February 22, 2005
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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 p;aid 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 Agreemenll, 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 aplPlicable,
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.
Pending final decision of a dispute hereunder, the CONSULTANT and the CITY shall
proceed diligently with the performance of the services and obligations here!in.
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 Eiffort to
cooperate and continue work toward successful completion of assigned duties and
responsibilities.
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Agreement for Professional Services AG-C-196
February 22, 2005
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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 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.
12.9. This Agreement shall be administered by William Winslow, on behalf of
the CONSULTANT, and by the Mayor of the CITY, or designee, on behalf (If 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: Jim Tinner
25 W Main Street
Auburn WA 98001
Phone: 253.804.3121
Fax: 253.931.3053
E-mail: jtinner@auburnwa.gov
Winslow Partnership
Attn: William Winslow
8415 129th PI SE
Newcastle WA 98050
Phone: 425.271.2622
Fax: 425.271.2429
E-mail: will-winslow@attbi.com
12.10. All notices or communications permitted or required to be giv,en 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
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Agreement for Professional Services AG-C-196
February 22, 2005
Page90f11
duly given if mailed by certified mail, return receipt requested, and addressl3d 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 writling, stating
his, her, or its new address, to any other party, all pursuant to the procedun3 set forth in
this section of the Agreement.
12.11. This Agreement may be executed in multiple counterparts, e: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.
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February 22, 2005
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ATTEST:
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Agreement for Professional Services AG-C-196
February 22, 2005
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CI~~
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Peter - Lewi~, Mayor ~
Date "3 {<, fa:, ----
WINSLOW PARTNERSHIP'
By: U~/LJ.~
Title: {JÜ )?VPL
Federal Tax ID #
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EXHIBIT A
DIRECT NON-SALARY REIMBURSABLE EXPENSES
· Reproduction Fees
· Communication Fees
· Mileage at $0.405/mile or the current approved IRS rate.
It is understood that all reimbursements are at cost and will be marked-up '10%.
Subcontracts: The CONSULTANT, at the CITY'S request shall enter into subcontracts
with other consultants, such as appraisers and/or environmental consultants, etc. If
approved, the CITY shall reimburse the CONSULTANT for the actual cost of the
subcontracts plus a 10% markup to cover the CONSULTANT'S additional overhead
expense associated with the Subcontract.
Exhibit A
Agreement No. AG-C-196
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.: PR562).
· 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 nC1n-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).
· Status of Management Reserve Fund (MRF) (i.e.: a certain task) until we can !~et an
amendment in place.
· Invoices for previous year are due by January 15th
· For grant/special funded projects there might be other special information needed,
reference the LAG manual.
Consultant Invoices
Agreement No. AG-C-196
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SAMPLE INVOICE
City of Auburn
25 West Main
Auburn WA 98001
Attn: Scott Nutter (Project Engineer)
Agency Agreement #: AG-C-010
Invoice #: 5222
Progress Payment #: 2
Invoice Date: February 10, 2002
Project Name: Thomas Nelson Farm
Project #: PR562
Engineering Services performed during the period of: January 2002
SAMPLE ENGINEERING, INC.
Personnel Hours Hourly Rate Amount
Mike Jones, Princioal in Chame 1 $ 125.00 $ 125.00
Carla Maker Architect 5 $ 72.00 $ 360.00
Joe Smith, Word ProcessinQ 10 $ 48.00 $ 480.00
Consultant Personnel Subtotal $ 965.00
~
~
EXDenses (see attached documentation) Charaes Multinlier Amount
Mileaae ($0.405/mile) 20 miles x1.1 $ 8.91
Communications $ 30.00 x1.1 $ 33.00
Printina $ 29.00 x1.1 $ 31.90
Consultant EXDenses Subtotal $ 73.81
Consultant Total:
$ 1,038.81
SUB CONSULTANTS (see attached documentation)
Subconsultant Hours Hourly Rate Amount
ABC Environmental. Inc.. Civil Ennineer 10 $ 100.00 $ 1,000.00
Electrical Consultino, Electrical EnQineer 5 $ 100.00 500.00
Mechanical Solutions, Mechanical Enoineer 10 $ 100.00 MRF 1.000.00
Movino Comoanv, Movino Consultant 2 $ 50.00 100.00
Subconsultant Subtotal $ 2,600.IJO
Subtotal x 1.1 MultiDlier $ 2,860.IJO
Subconsultant Total:
$ 2,860.00
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CONTRACT BREAKDOWN
Amount Total Invoiced % % Amount
Task Authorized Prior Invoiced This Invoice To Date Exoended Comoleted Remainino
Original
Contract $ 22,000.00 $ 1,025.00 $ 2,898.81 $ 3923.81 17.8% 2:5% $ 18,076.19
MRP 2,500.00 0.00 1,000.00 1,000.00 40% 4:5% 1,500.00
TOTAL $ 24 500.00 $ 1 ,025.00 $ 3,898.81 $ 4,923.81 $ 19576.19
Note: MRF=Management Reserve Fund
. Received a written authorization of MRF on 1/10/01 for Mechanical Engineer task in the amount
of $2,000.00.
Consultant Invoices
Agreement No. AG-C-196
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