HomeMy WebLinkAboutGravitec Systems Inc AG-C-254
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AGREEMENT FOR PROFESSIONAL SERVICES
AG-C-254
THIS AGREEMENT made and entered into by and between the CITY OF
AUBURN, a Municipal Corporation in King County, Washington, hereinafter referred to
as II CITY II and GRAVITEC SYSTEMS, INC. whose address is 187 Parfitt Way SW,
Bainbridge Island, WA 98110, 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
October 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.
A lump sum payment of $4,550.00 shall be due to the CONSULTANT
upon completion and CITY approval of the identified project scope.
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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 expended on
such services.
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, between 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 industrial safety
standards and the requirements of the CITY.
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July 21, 2005
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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.
6. INDEMNIFICATION/HOLD HARMLESS.
The CONSULTANT shall defend, indemnify and hold the CITY, its officers,
officials, volunteers, and employees harmless from and shall process and defend at its
own expense any and all claims, injuries, damages, losses, or suits, including attorney
fees or equity arising in whole or in part from the acts, errors or omissions of the
CONSULTANT in performance of this Agreement, or 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 sole negligence of the CITY,
its officers, officials, volunteers, 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, its officers, officials,
volunteers, or 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.
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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 shall obtain insurance of the types and in the amounts described
below:
1. 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.
2. Commercial General Liability insurance shall be written on ISO occurrence
form CG 0001 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, its officers, employees and agents shall be named as an insured
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July 21 , 2005
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under the CONSULTANT'S Commercial General Liability insurance policy
with respect to the work performed for the CITY.
3. Worker's Compensation coverage as required by the Industrial Insurance
laws of the State of Washington.
4. 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.
The insurance policies are to contain, or be endorsed to contain, the following
provisions for Automobile Liability, Professional Liability, and Commercial General
Liability insurance:
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.
The CONSULTANT'S insurance coverage shall be primary insurance as
respects the CITY, its officials, employees and agents. Any insurance, self insurance,
or insurance pool coverage maintained by the CITY, its officials, employees or agents
shall be excess of 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 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.
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The CONSULTANT shall furnish the City with original 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 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.
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.
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
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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
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.
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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.
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 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 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.
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July 21 , 2005
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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.
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 Patrick Irish 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 Gravitec Systems, Inc.
Attn: Chris Thorn Attn: Patrick Irish
25 W Main Street 187 Parfitt Way SW
Auburn WA 98001 Bainbridge Island, WA 98110
Phone: 253.804.5065 Phone: 205.780.2898
Fax: 253.931.3053 Fax: 206.780.2893
E-mail: cthorn@auburnwa.gov E-mail: irish@gravitec.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
Agreement for Professional Services AG-C-254
July 21, 2005
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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.
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.
Agreement for Professional Services AG-C-254
July 21 , 2005
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ATTEST:
~~
anielle E. Daskam, City Clerk
APPROVED AS TO FORM:
D
Agreement for Professional Services AG-C-254
July 21, 2005
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EXHIBIT A
SCOPE OF WORK
Hazard Assessment Site Visit (day 1)
. Includes one day on-site, accompanied by client representative(s) to observe
hazards, work procedures, interview workers, gather information.
. Color digital photographs taken of all observed hazards.
. Maximum 25 hazards to be covered in one day (approx. six hours).
Data Analysis & Solutions
. Data is analyzed and fall hazard solutions are developed.
. Based upon Fall Hazards Indices, solutions are ranked in order of preference.
. One to Five solutions are developed for each hazard.
. Considerations are observed according to Fall Hazards Indices and information
collected from client representative.
. The Hierarchy of Fall Protection is applied to each of the 25 fall hazards to develop
best solutions.
. Engineering, Training and Technical Sales are consulted to review the practicality of
each solution.
Report Development
. The Findings of the survey are written and bound.
. Survey Report includes digital pictures of each hazard, Relative Ranking for each
hazard, written description of work task, and written descriptions of fall hazard
solutions.
. The "Relative Ranking System" is explained.
. Fall Protection Legislation overview is included.
. Glossary of Fall Protection Terminology is included in Appendices.
. Two copies (one bound, one unbound) are provided.
. Report Development is completed within 30 days of Hazard Survey.
Exhibit A
Agreement No. AG-C-254
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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 # (Le.: AG-C-115).
. Project number(s) listed (Le.: 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 (Le.: design,
right-of-way, or construction) or task order number.
. Direct salary (base salaries)
. Indirect salary (benefits)
· Direct non-salary (Le.: mileage, reproduction fees (Le.: printing, copying), communication
fees (Le.: 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).
· Status of Management Reserve Fund (MRF) (Le.: a certain task) until we can get 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-254
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SAMPLE INVOICE
City of Auburn
25 West Main
Auburn W A 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, Principal in Charge 1 $ 125.00 $ 125.00
Carla Maker, Architect 5 $ 72.00 $ 144.00
Joe Smith, Word ProcessinQ 10 $ 48.00 $ 480.00
Consultant Personnel Subtotal $ 749.00
Expenses (see attached documentation) Charges Multiplier Amount
Mike Jones, Principal in CharQe 20 miles x1.1 $ 7.59
Carla Maker, Architect $ 30.00 xU $ 33.00
Joe Smith, Word Processina $ 29.00 xU $ 31.90
Consultant Expenses Subtotal $ 72.49
Consultant Total:
$
821.49
SUB CONSULTANTS (see attached documentation)
Subconsultant Hours Hourly Rate Amount
ABC Environmental, Inc., Civil EnQineer 10 $ 100.00 $ 1,000.00
Electrical ConsultinQ, Electrical EnQineer 5 $ 100.00 500.00
Mechanical Solutions, Mechanical Engineer 10 $ 100.00 MRF 1,000.00
Moving Companv, Movina Consultant 2 $ 50.00 100.00
Subconsultant Subtotal $ 2,600.00
Subtotal x 1.1 Multiplier $ 2,860.00
Subconsultant Total:
$ 2,860,00
_u_..____n_.._u____._____..____.._.._u_..__._n____..____.._u-u--._..____..____u_.._.._.._.._u_.._.._u__._n_.._n_..-..-..-..-.-__._.._..____u_.._____.._.._u_______u_.._..____"_"_h__.
TOTAL DUE THIS INVOICE $ 3,681.49
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CONTRACT BREAKDOWN
Amount Total Invoiced % % Amount
Task Authorized Prior Invoiced This Invoice To Date Expended Completed RemaininQ
Original
Contract $ 22,000.00 $ 1,025.00 $ 2,681.49 $ 3,706.49 20% 25(~o $ 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 1/10/01 for Mechanical Engineer task in the amount of
$2,000.00.
Consultant Invoices
Agreement No. AG-C-254
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