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HomeMy WebLinkAboutBrown and Caldwell AG-C-378A'::', .I(- - ~ AGREEMENT FOR PROFESSIONAL SERVICES AG-C-378 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 BROWN AND CALDWELL whose address is 701 Pike Street, Suite 1200, Seattle, WA 98101 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. See Exhibit A, which is attached hereto and by this reference made a part of this Agreement. 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, 2010 and can be amended by both parties for succeeding years. 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. Agreement No. AG-C-378 Page 1 of 10 The total compensation for this Agreement shall not exceed $5,000.00. Paid per rates are attached in the fee schedule as shown on Exhibit B, which is attached hereto and by this reference made a part of this Agreement. 4. SUBCONTRACTING. The CITY permits subcontracts for those items of work necessary for the completion of the project. The CONSULTANT shall not subcontract for the performance of any work under this AGREEMENT without prior written permission of the CITY. No permission for subcontracting shall create, befinreen the CITY and subcontractor, any contractor or any other relationship. Compensation for any subconsultant work is included in Section 3 of this Agreement and all reimbursable direct labor, overhead, direct non-salary costs and fixed fee costs for the subconsultant shall be substantiated in the same manner as outlined in Section 3. All subcontracts exceeding $10,000 in cost shall contain all applicable provisions of this AGREEMENT. 5. 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 CONSULTANT shall perform its services to conform to generally-accepted professional engineering 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. Agreement No. AG-C-378 Page 2 of 10 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. 6. INDEMNIFICATION/HOLD HARMLESS. The CONSULTANT shall defend, indemnify and hold the CITY, its officers, officials, volunteers, and employees harmless from any and all claims, injuries, damages, losses, or suits, including attorney fees, arising out of or resulting from the acts, errors or omissions of the CONSULTANT in perFormance of this Agreement, except for injuries or damages caused by the sole negligence of the CITY. 7. 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. 8. INSURANCE. CONSULTANT shall procure and maintain for the duration of this Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the perFormance of the work hereunder by the CONSULTANT, its agents, representatives, or employees. 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. Agreement No. AG-C-378 Page 3 of 10 CONSULTANT shall obtain insurance of the types and in the amounts described below: a. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles, with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 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. b. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, and personal injury and advertising injury, with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 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 using the applicable ISO Additional Insured endorsement or equivalent. c. Worker's Compensation coverage as required by the Industrial Insurance laws of the State of Washington. If the consultant is a sole proprietor, the parties agree that Industrial Insurance would be required if the CONSULTANT had employees. However, the parties agree that a CONSULTANT who has no employees would not be required to have Worker's Compensation coverage. d. Professional Liability insurance appropriate to the CONSULTANT'S profession, with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. Agreement No. AG-C-378 Page 4 of 10 The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability, Professional Liability, and Commercial General Liability insurance: a. The CONSULTANT'S insurance coverage shall be primary insurance as respects the CITY. Any insurance, self insurance, or insurance pool coverage maintained by the CITY shall be excess of the CONSULTANT'S insurance and shall not contribute with it. b. The CONSULTANT'S insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after 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. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A-:VII. The CONSULTANT shall furnish the City with certificates of insurance and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance coverage required by this section, before commencement of the work. 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. 9. 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. Agreement No. AG-C-378 Page 5 of 10 10. 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 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 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. 11. 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 Agreement No. AG-C-378 Page 6 of 10 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 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. 12. 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. Agreement No. AG-C-378 Page 7 of 10 13. GENERAL PROVISIONS. 13.1. 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. 13.2. All claims, disputes and other matters in question arising out of, or rela#ing 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 herein. 13.3. 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 effort to cooperate and continue work toward successful completion of assigned duties and responsibilities. 13.4. The CITY and the CONSULTANT respectively bind themselves, their partners, successors, assigns, and legal representatives to the other party to this Agreement with respect to all covenants to this Agreement. 13.5. 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. 13.6. 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. Agreement No. AG-C-378 Page 8 of 10 13.7. The CONSULTANT agrees to comply with all local, state and federal laws applicable to its performance as of the date of this Agreement. 13.8. If any provision of this Agreement is invalid or unenforceable, the remaining provisions shall remain in force and effect. 13.9. This Agreement shall be administered by Anthony Dubin 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: Tim Carlaw 25 W Main Street Auburn WA 98001 Phone: 253.804.5062 Fax: 253. 931.3053 E-mail: tcarlaw@auburnwa.gov Brown & Caldwell Attn: Anthony Dubin 701 Pike Street, Suite 1200 Seattle, WA 98101 Phone: 206.624.0100 Fax: 206.749.2200 E-mail: Tdubin(aDbrwncald.com 13.10. 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 to have been duly given if mailed by certified mail, return receipt requested, and addressed to the address for the party set forth in 13.9 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 procedure set forth in this section of the Agreement. Agreement No. AG-C-378 Page 9 of 10 13.11. This Agreement may be executed in multiple counterparts, each 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. CI Y OF AUBU ~ Peter B. Lewis, Mayor Date SEP 3 0 2009 ATTEST: Danielle E. Daskam, City Clerk APPRQ,VED AS TO FORM: Daniel B BROWN AND CALDWELL BY: . ~~-~u:~... 13, Title: V16c- Federal Tax ID # ,~~- Agreement No. AG-C-378 Page 10 of 10 EXHIBIT A SCOPE OF WORK This scope of work covers support provided by Brown and Caldwell (BC) to the City of Auburn (Auburn) for preparing a Hazard Mitigation Grant Program grant application. Prepare Grant Application BC will provide support Auburn staff in the preparation of the Hazard Mitigation Grant Program application. The application guide outlines 12 sections to include in the grant application. The table below lists the shared responsibilities (between Auburn and BC staf) for these sections. Assumpl . . Responsibilit Application Section ies . . . • . Ap Lead . . . Support 1. Application Summary Auburn Brown and Caldwell 2. Applicant Agent Information Auburn Brown and Caldwell 3. Resolution Designating Applicant Agent Auburn Brown and Caldwell 4. Proposed Project Brown and Caldwell Auburn 5. Scope of Work Brown and Caldwell Auburn 6. Benefit Cost Analysis & Project Worksheets Brown and Caldwell Auburn 7. Project Budget and Funding Sources Brown and Caldwell Auburn 8. Schedule of Work/Milestones Brown and Caldwell Auburn 9. Environmental Data Auburn Brown and Caldwell 10. Project Alternatives #2 and #3 Brown and Caldwell Auburn 11. Notification and Public Involvement Auburn Brown and Caldwell 12. Certifications and Assurances Auburn Brown and Caldwell :ions: • The responsibilities for preparing the application will be shared between BC and Auburn staff as indicated in the table above. BC will compile the application materials (generated by BC and provided by Auburn) into the master application document. • Auburn staff will identify the candidate project and alternatives, and specify the amount of the grant funding request. • After the Hazard Mitigation Program Grant application is submitted, any remaining task assignment budget could be applied to additional grant applications, if BC is directed to do so by Auburn staff. • Auburn staff will conduct all of the public outreach activities required by the grant application. • BC will provide the completed grant application electronic files, and Auburn staff will print, sign and submit the final application. Deliverables: • Completed Hazard Mitigation Grant Program application electronic files. Exhibits Agreement No. AG-C-378 EXHIBIT B FEE SCHEDULE Staff Role . Hours Rate Budget Dan Draheim Grant Writer 26 $82.50 $2,145.00 Tony Dubin Project EngineerlManager 16 $159.13 $2,546.08 Leslie Baker Project Administration 4 $76.00 $304.00 Totals: 46 $4,995.08 Exhibits Agreement No. AG-C-378 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, subcansultants), 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). • 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 15tn • For grant/special funded projects there might be other special information needed, reference the LAG manuaL Consultant Invoices Agreement No. AG-C-378 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 Hourl Rate Amount Mike Jones, Princi al in Char e 1 $ 125.00 $ 125.00 Carla Maker, Architect 5 $ 72.00 $ 144.00 Joe Smith, Word Processin 10 $ 48.00 $ 480.00 Consultant Personnel Subtotal $ 749.00 Ex enses see attached documentation Char es Multi lier Amount Mike Jones, Princi al in Char e 20 miles x1.1 $ 7.59 Carla Maker, Architect $ 30.00 x1.1 $ 33.00 Joe Smith, Word Processin $ 29.00 x1.1 $ 31.90 Consultant Ex enses Subtotal $ 72•49 Consultant Total: SUB CONSULTANTS (see attached documentation) $ 821.49 Subconsultant Hours Hourl Rate Amount ABC Environmental, Inc., Civil En ineer 10 $ 100.00 $ 1,000.00 Electrical Consultin , Electrical En ineer 5 $ 100.00 500.00 Mechanical Solutions, Mechanical En ineer 10 $ 100.00 MRF 1,000.00 Movin Com an , Movin Consultant 2 $ 50.00 100.00 Subconsultant Subtotal $ 2,600.00 Subtotal x 1.1 Multi lier $ 2,860.00 Subconsultant Total: - TOTAL DUE THIS INVOICE rntiTRer_T RRFOKnnwN $ 2,860,00 - - $ 3,681.49 Task Amount Authorized Prior Invoiced This Invoice Totallnvoiced To Date % Ex ended % Com leted Amount Remainin Original Contract $ 22,000.00 $ 1,025.00 $ 2,681.49 $ 3,706.49 20% 25% $ 18,293.51 MRF* 2,500.00 0.00 1,000.00 1,0000.00 40% 45% 1,500.00 TOTAL $ 24,500.00 $ 1,025.00 $ 3,681.49 $ 4,706.49 $ 19,793.51 Note: MRF=Management Reserve Fund * Received a written authorization of MRF on 1110/01 for Mechanical Engineer task in the amount of $2,000.00. Consultant Invoices Agreement No. AG-C-378 * * CITY OF * UBUR:N # wasxlNcTON February 5, 2010 Peter B. Lewis, Mayor 25 West Main Street * Auburn WA 98001-4998 * www.aubumwa.gov * 253-931-3000 CITY pFqvBURA, Anthony Dubin, PE Brown and Caldwell 701 Pike Street, Suite 1200 Seattle, WA 98101 RE: Agreement for Professional Services, AG-C-378 Hazard Mitigation Grant Application Support Dear Mr. Dubin: This letter is to inform you that the above-referenced Agreement for Professional Services is being closed at this time. Our records indicate that we processed the final payment for this agreement on November 11, 2009 for invoice #14112985 in the amount of $4998.35. If you feel that this Agreement for Professional Services should not be closed, or if there are any outstanding invoices, please inform me by February 19, 2010. Thank you for your firm's professional services in relation to the Hazard Mitigation Grant Application. If you should have any questions, please call me at 253-804-5060. Sincerely, Tim Carlaw Storm Drainage Engineer Department of Public Works TC/ad/hm cc: Dani Daskam, City Clerk File, AG-C-378 riUBURN 'k MORE THAN YOU IMAGINEI