HomeMy WebLinkAboutKathryn Rogers Merlino AG-C-381A3,►c- "7
AGREEMENT FOR PROFESSIONAL SERVICES
AG-C-381
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 KATHRYN ROGERS MERLINO, an individual, whose address is 5601
NE 77th Street, Seattle, Washington 98115, 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 for Professional Services AG-C-381
February 12, 2010
Page 1 of 8
The total compensation for this Agreement shall not exceed $18,000.
Consulting services will be provided at a maximum rate of $2,000 per month. If the
Urban Core Task Force work exceeds 9 months then an additional 3 months, not to
exceed $6,000 may be added to this contract.
The CONSULTANT shall be paid by the CITY for direct non-salary cost, per
attached Exhibit C, at the actual cost to the CONSULTANT. Exhibit C 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: outside reproduction fees, courier
fees, subconsultant fees, and materials and supplies. 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.
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, designs,
drawings, specifications, reports and other services required. The CONSULTANT shall
Agreement for Professional Services AG-C-381
February 12, 2010
Page 2 of 8
perForm its services to conform to generally-accepted professional planning and
architectural 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 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.
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. 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 for Professional Services AG-C-381
February 12, 2010
Page 3 of 8
8. OWNERSHIP OF RECORDS AND DOCUMENTS.
The CONSULTANT agrees that any and ali 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.
9. 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
Agreement for Professional Services AG-C-381
February 12, 2010
Page 4 of 8
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.
10. 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 for Professional Services AG-C-381
February 12, 2010
Page 5 of 8
11. GENERAL PROVISIONS.
11.1. 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.
11.2. 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.
11.3. In the event that any dispute or conflict arises befinreen 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.
11.4. 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.
11.5. 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. 11.6. 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 for Professional Services AG-C-381
February 12, 2010
Page 6 of 8
11.7. The CONSULTANT agrees to compiy with all local, state and federal laws
applicable to its perFormance as of the date of this Agreement.
11.8. If any provision of this Agreement is invalid or unenforceable, the
remaining provisions shall remain in force and effect.
11.9. This Agreement shall be administered by Kathryn Rogers Merlino 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: Elizabeth Chamberlain
25 W Main Street
Auburn WA 98001
Phone: 253.931.3092
Fax: 253. 804.3114
E-mail: echamberlain@auburnwa.gov
Kathryn Rogers Merlino
Attn: same.
5601 N E 77th Street
Seattle, Washington 98115
Phone: 206-355-1261
Fax: 206-543-4180
E-mail: krm@uw.edu
11.10. 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 for Professional Services AG-C-381
February 12, 2010
Page 7 of 8
11.11. 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
~
-s~
7/
Peter B. Lewis, Mayor
Date FEB 12 2010
ATTEST:
C~
Danielle E. Daskam, City Clerk
KATHRYN ROGERS MERLINO
BY:
Title:
Federal Tax ID #
Agreement for Professional Services AG-C-381
February 12, 2010
Page 8 of 8
APPROVED AS TO FORM:
EXHIBIT A
SCOPE OF WORK
Obiective
Work with the Urban Core Task Force as a Facilitator as this group assists the Auburn City
Council in planning for the continued growth and development of the downtown and other key
areas of the City. The Task Force's efforts will be determined by the Task Force, however, it is
requested that its efforts include the creation of an updated vision for powntown Auburn and
other parts of the City, as appropriate for 2030 and beyond. This vision could address a variety
of issues, such as, potential expansion of the regional growth center (urban center), continued
downtown and citywide redevelopment planning strategies and actions, mixes and locations of
different types of land uses, business retention and recruitment strategies and potential
regulation changes.
The Urban Core Task Force will need to work within established policies and plans as follows:
■ Puget Sound Regional Council's Vision 2040
■ City's adopted Regional Growth Center (aka urban center)
■ King County Countywide Planning Policies
Also work within the City's Comprehensive Plan, Auburn Downtown Plan, and Downtown Urban
Center zoning; however, these documents can be amended based on the Task Force's
recommendation.
Overall Assumptions
This scope of work covers all the work associated with these tasks. The overall timeline goal
for this project is 9 months. Please note that Consultant's time and cost in responding to and
negotiating with the City of Auburn on the provision of professional services is not covered by
this Scope of Work and will not be compensated for by the City of Auburn.
■ City has a maximum budget of $18,000 for the project that will not be extended or exceeded
unless up to 3 month contract extension is needed to complete the Urban Core Task Force
work. This budget is inclusive of all costs and fees for the project (e.g. travel time, meeting
preparation time). .
■ Consultant shall not hire any sub-consultants.
■ Urban Core Task Force Meetings are once month on the 3rd Tuesday of the month from 2-
4pm. The meeting time may extend longer if needed.
■ The Urban Core Task Force is the lead in determining their efforts and recommendations.
■ City staff will assist with research, responding to questions, preparing meeting materials,
and other tasks as requested by the task force and facilitator.
Exhibit A
Agreement No. AG-C-381
Page 1 of 3
Task 1. Facilitatinq Meetinqs
Consultant will work with the Urban Core Task Force to facilitate their meetings, assist in
developing a mission statement, keep the task force on target, and resolve issues if they arise.
Assumptions:
■ Work with the Task Force Chair and Vice-chair in the Chair's absence on setting the
meeting agenda, objectives, and outcomes.
■ Work with the Task Force on developing a Mission Statement. -
■ Work with City staff on identifying and preparing necessary materials for task force
meetings and coordinating a response to task force questions.
■ Urban Core Task Force develops recommendations to the Auburn City Council for the
continued growth and development of the downtown and other key areas of the City.
■ The facilitator is a neutral party that will work out issues as they arise and keep the task
force on target but refrain from giving input unless directed by the Urban Core Task Force
members to do so. Deliverables:
■ Maximum of 9 monthly meetings with the possibility of up to 3 additional meetings if
warranted based on the Urban Core Task Force work.
■ Develop a schedule for the 6-9 month task force work.
■ Establishing meeting agendas, objectives, and outcomes with the Urban Core Task Force
chair or the vice-chair in the chair's absence.
■ Telephone and electronic mail correspondence with the Urban Core-Task Force and City
staff.
■ Working with the task force to stay on course, to not deviate from the meeting agenda, and
that any tasks assigned have a deadline.
■ Work with the task force to establish a consensus definition and what criteria for making a
decision are.
Task 2. Urban Core Task Force Recommendation
Assumptions:
■ Facilitate the Urban Core Task Force in their development of a 20-year vision for powntown
Auburn and other key areas of the City.
■ Work with City staff on preparing necessary materials for the Urban Core Task Force
meetings.
■ The Urban Core Task Force along with City staff will take the recommendations forward to
the Auburn City Council.
Exhibit A
Agreement No. AG-C-381
Page 2 of 3
Deliverables:
■ Work with the Urban Core Task Force to refine their recommendations to the Auburn City
Council in a final form.
■ Work with City staff on preparing the necessary materials for the final document of the task
force's recommendation. The CONSULTANT can advise, revise, and assist City staff with
this effort.
Task 3. Proiect Manaqement
Consultant shall coordinate with City project manager regularly to ensure that the project is on
track.
Assumptions: ■ Preparation of monthly progress reports and invoices that document efforts expended to
date and provide assessments of efforts upcoming within the next month, as well as
identifying any upcoming issues or problems in accordance with City's contracting
procedures.
■ Assumes management of schedule to track changes in project, with a monthly schedule
update assumed for budget purposes.
Deliverables:
■ Monthly progress reports and invoices.
Task 4. Public Outreach - Optional Task
There is potential for public outreach at the conclusion of the Urban Core Task Force
developing their recommendations. The need for public outreach will be based on consultation
with the Mayor's Office and Urban Core Task Force. Authorizing Option Task 4 will be at the
discretion of the City.
Assumptions:
■ Assist the Urban Core Task Force in preparation for a public open house.
■ Work with City staff on preparing necessary materials for a public open house based on the
Urban Core Task Force's direction.
Deliverables:
■ Attendance at a public open house. ■ Facilitating a public open house if the format of the meeting necessitates this function.
■ Telephone and electronic mail correspondence with the Urban Core Task Force and City
staff.
Exhibit A
Agreement No. AG-C-381 .
Page 3 of 3
EXHIBIT B
FEE SCHEDULE
TASKS
FEE AMOUNT NOT TO EXCEED
1.
Facilitate Februa 16, 2010 Meetin
$2,000
er month
2.
Facilitate March 16, 2010 Meetin
$2,000
er month
3.
Facilitate A ril 20, 2010 Meetin
$2,000
er month
4.
Facilitate Ma 18, 2010 Meetin
$2,000
er month
5.
Facilitate June 22, 2010 Meetin
$2,000
er month
6.
Facilitate Jul 20, 2010 Meetin
$2,000
er month
7.
Facilitate Au ust 17, 2010 Meetin
$2,000
er month
8.
Facilitate Se tember 21, 2010 Meetin
$2,000
er month
9.
Facilitate October 19, 2010 Meetin
$2,000
er month
Total
$18,000
If task force work exceeds 9 months then
maximum of 3 additional months if authorized
b Cit of Auburn.
Not to exceed $6,000
Exhibit B
Agreement No. AG-C-381
Page 1 of 1
EXHIBIT C
DIRECT NON-SALARY REIMBURSABLE EXPENSES
• Outside Reproduction Fees
• Courier Fees
• Subconsultant Fees
• Materials and Supplies
• Mileage at $0.485/mile or the current approved IRS rate.
It is understood that all reimbursements are at cost. These direct.non-salary
reimbursable expenses are included in the not to exceed amount of $2,000 per month.
Exhibit C
Agreement No. AG-C-381
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 projecf 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 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. Froject 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-381
Page 1 of 2
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
TRACT BREAKDOWN
$ 2,860,00
$ 3,681.49
CON
Amount
Totallnvoiced
%
%
Amount
Task
Authorized
Prior Invoiced
This Invoice
To Date
Ex ended
Com leted
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 1/10101 for Mechanical Engineer task in the amount of
$2,000.00. -
Consultant Invoices
Agreement No. AG-C-381
Page 2 of 2