HomeMy WebLinkAboutCultural Resource Consultants Inc AG-C-384'A ?.I (,,I
AGREEMENT FOR PROFESSIONAL SERVICES
AG-C-384
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 CULTURAL RESOURCE CONSULTANTS, INC whose address is P.O.
BOX 10688, BAINBRIDGE ISLAND, WA 98110, hereinafter referred to as
"CONSU LTANT."
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
November 30, 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.
Agreement for Professional Services AG-C-384
March 25, 2010
Page 1 of 11
3. COMPENSATION.
The total compensation for this Agreement shall not exceed $6,550.00 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.
The CONSULTANT shall be paid by the CITY for direct non-salary cost, per
attached Exhibit B, at the actual cost to the CONSULTANT. Exhibit B 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. 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.
Agreement for Professional Services AG-C-384
March 25, 2010
Page 2 of 11
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 historic and cultural
resources 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.
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
Agreement for Professional Services AG-C-384
March 25, 2010
Page 3 of 11
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.
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.
Agreement for Professional Services AG-C-384
March 25, 2010
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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.
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.
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March 25, 2010
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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.
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
Agreement for Professional Services AG-C-384
March 25, 2010
Page 6 of 11
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
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
Agreement for Professional Services AG-C-384
March 25, 2010
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(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.
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.
Agreement for Professional Services AG-C-384
March 25, 2010
Page 8 of 11
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.
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 Glenn Hartmann 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:
Agreement for Professional Services AG-C-384
March 25, 2010
Page 9 of 11
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
Cultural Resource Consultants, Inc.
Attn: Glenn Hartman
P.O. Box 10668
Bainbridge Island, WA 98110
Phone: 206.855.9020
Fax: 206.319.4602
E-mail: glenn@crcwa.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.
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-384
March 25, 2010
Page 10 of 11
ITY OF AUBU
~
~
Peter B. Lewis, Mayor
Date APR 19 2010
ATTEST:
kdt~ (no~ -1-1-
Danielie E. Daskam, City Clerk
CULTURALRESOURCE
CONSULTANTS, INC.
B
Title: ~YL"~'k k)'
Federal Tax ID #
Agreement for Professional Services AG-C-384
March 25, 2010
Page 11 of 11
APPROVED AS TO FORM:
EXHIBIT A
SCOPE OF WORK
City of Auburn has received the Memorandum of Agreement for the South Division
Street Promenade Project and requires a Level II Documentation of the Marvel Food
and Deli Building located at 2 West Main Street in Auburn, as well as an Interpretative
Plan for interpreting the history of this building. Archeological monitoring during
excavation and demolition of the Marvel Food and Deli Building is anticipated to begin
September 2010.
Project Deliverables for Level II Mitigation - 3 weeks date of contract execution
Task 1- Prepare a Formal NRHP Eliqibility Form
Cultural Resource Consultants will prepare the National Register of Historic Property
eligibility forms for the City of Auburn to submit.
Task 2- Photo Document the Interior and Exterior of the Buildinq
Cultural Resource Consultants will photo document both the interior and exterior of the
building, including obtaining historical photographs which may be available.
Task 3- Architectural Description of the Interior and Exterior of the Buildinq
Cultural Resource Consultants will provide an architectural description of both the
interior and exterior of the building for historic record.
Task 4- Level II Documentation
Cultural Resource Consultants will meet the Level II Mitigation Documentation
Requirements in a Historical Report describing historic investigations of the building,
background information, drawings, maps, and additional information.
Task 5- Element Recoverv and Interpretative Plan
Cultural Resource Consultants will assist the City in developing an interpretative plan for
interpreting the history of the Marvel Food and Deli Building for the public. The
interpretative plan shall be in accordance with the stipulations outlined in the
Memorandum of Agreement attached to this contract as Exhibit D.
Project Deliverables for Monitoring
Task 1- Archeoloqical Monitorinq Plan
Cultural Resource Consultants will prepare an archaeological monitoring plan for this
project.
Exhibit A
Agreement No. AG-C-384
Page 1 of 2
Task 2- Construction Crew Traininq
Cultural Resource Consultants will provide on-site archaeological monitoring training for
construction crews.
Task 3 - Field Monitorinq
Cultural Resource Consultants will provide archaeological monitoring, with 2-weeks
notice of preliminary schedule and 72-hours notice of actual schedule, during the
construction excavation for identification of archaeological and historical resources.
Demolition is anticipated to start September 2010. CRC requests 48-hours notice for
scheduling modifications.
Task 4- Archaeoloqical Monitorinq Technical Memorandum
Cultural Resource Consultants will prepare a technical memorandum describing field
monitoring results of investigation and management recommendations and submit to
the City within 20 days of monitoring completion.
Number of Copies
The deliverables described above, CRC shall provide the City with three paper copies
and an electronic copy of any report, technical memorandum, or documentation.
Exhibit A
Agreement No. AG-C-384
Page 2 of 2
EXHIBIT B
FEE SCHEDULE
Classifications
Labor Hours
Rate
Cost
Principal Investigator
7.0
$57.00/hour
$399.00
Project Archaeologist III
24.0
$28.00/hour
$672.00
Project Historian
50.0
$30.00/hour
$1,500.00
Office Manager
6.0
$28.50/hour
$171.00
Total 87.0 hours
Overhead (OH Cost including Salary Additives):
OH Rate x DLC of: 110% x$2,742.00 =
Fixed Fee (FF):
FF Rate x DLC of:
20% x $2,742.00 =
Reimbursable:
Photo & Graphic Supplies:
Mileage:
Grand Total
$2,742.00
$3,016.20
$548.40
$125.00
$118.40
$6,550.00
Exhibit B
Agreement No. AG-C-384
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 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-384
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)
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
CONTRACT BREAKDOWN
821.49
$ 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 1/10/01 for Mechanical Engineer task in the amount of
$2,000.00.
Consultant Invoices
Agreement No. AG-C-384
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