HomeMy WebLinkAboutCH2M Hill Inc AG-C-395 - CLOSED 12/30/2010
A3.16
AGREEMENT FOR PROFESSIONAL SERVICES
AG-C-395
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 CH2M Hill, Inc., whose address is 1100 112th Ave NE, Suite 400,
Bellevue, WA, 98004, 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 st, 2010.
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.
The total compensation for this Agreement shall not exceed $23,000.00. A lump
sum payment of $23,000.00 shall be due to the CONSULTANT upon completion and
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CITY approval of the identified project scope. No additional compensation shall be
made for direct or indirect salary or non-salary costs and expenses.
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
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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.
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 indemnify and hold the CITY and its officers and
employees harmless from and shall process and defend at its own expense all claims,
demands, or suits at law or equity arising in whole or in part from the CONSULTANT'S
negligence or breach of any of its obligations under this Agreement; 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 conduct of the
CITY, their agents, officers 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, their agents, officers and employees, this
indemnity provision with respect to (1) claims or suits based upon such negligence, (2)
the costs to the CITY of defending such claims and suits, etc. shall be valid and
enforceable only to the extent of the CONSULTANT'S negligence or the negligence of
the CONSULTANT'S agents or employees. The provisions of this section shall survive
the expiration or termination of this Agreement.
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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'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.
b. Commercial General Liability insurance shall be written on ISO occurrence
form CG 00 01 (or substitute form providing equivalent liability coverage) and
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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 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.
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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
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
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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.
Reuse by the CITY of any of the drawings, computer disks, documents, records,
books, specifications, reports, estimates, summaries and such other information and
materials on any other unrelated project without the written permission of the
CONSULTANT shall be at the CITY'S sole risk.
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;
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(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.
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.
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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.
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.
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13.9. This Agreement shall be administered by Mike Doleac, P.E. 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 CH2M Hill, Inc.
Attn: Jacob Sweeting, P.E. Attn: Mike Doleac, P.E., C.V.S.
25 W Main Street 1100112 1h Ave NE, Suite 400
Auburn WA 98001 Bellevue, WA 98004
Phone: 253.804.5059 Phone: 425.233.3169
Fax: 253.931.3053 Fax: 425.468.3100
E-mail: jweeting@auburnwa.gov E-mail Mike.Doleac@CH2M.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.
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CITY AUBU
Peter B. Lewi, M or
Date 5
ATTEST:
Danielle E. Daskam, City Clerk
APPROVED AS TO FORM:
D niel B. He Att y
CH2M Hill, Inc.
BY:
ung e
TItIe:Geographica operations Manager
Federal Tax ID # 59-0918189
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EXHIBIT A
SCOPE OF WORK
The Consultant shall facilitate and document a Value Engineering (VE) workshop and report, in
accordance with Washington State Transportation Improvement Board (TIB) requirements and
industry standards for City Project # CP0916 - West Valley Improvements Project (Project).
1. Preparation
The Consultant shall review and compile project design documentation and other supporting
information provided by the City as needed to prepare for the VE workshop. The Consultant
shall prepare worksheets, exhibits, or other materials required to support the VE workshop.
The City shall provide the Consultant with the following items in electronic PDF format: Project
Conceptual Alternatives Analysis Memo, Project 30% Plans and Cost Estimate, Project
Geotechnical Report, Project Environmental Documentation, Project TIB Application, City
Standard Boilerplate Special Provisions, and City Design Standards. Hard copies of
documents as needed to support the workshop.
2. Workshop
The Consultant shall provide a Certified Value Specialist (CVS) to facilitate a 3-day Value
Engineering (VE) workshop for the Project. The City will provide 5 qualified VE team
participants and the workshop conference room at the City of Auburn City Hall or Annex
buildings for the duration of the workshop including copiers and printers as needed at no cost
to CH2M HILL. The participants will have the following expertise:
1. Storm Drainage/Hydraulics Engineer
2. Construction Engineer
3. General Civil with roadway design experience
4. Environmental Permitting Specialist
5. Cost Estimator
The City will coordinate with all invitees and the Consultant to determine the workshop date
and time. The Consultant shall prepare and distribute all required meeting materials. The
workshop will be held over a three day period and will generate proposals that have the
potential to reduce cost without significantly impacting project functions.
3. Documentation
On the final workshop day, the Consultant and VE participants will present the workshop
findings to the City's design team along with a preliminary report prepared by the Consultant.
The preliminary report will include a VE proposal summary and complete copies of all proposal
calculations and sketches. The Consultant and VE participants will give an overview of each
VE proposal to the City's design team. Each representative from the City's design team will be
provided a copy of the preliminary report for continued evaluation.
Consultant Invoices
Agreement No. AG-C-395
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A post-workshop meeting/conference call will be held within two weeks following the study.
Representatives from the City's design team and the Consultant (by conference call) will
determine which proposals are being accepted, rejected, or modified.
The Consultant will prepare a final report that includes summaries of the VE proposals, their
dispositions, the VE methodology, and other issues addressed by the VE workshop and post-
workshop meeting/conference call.
Deliverables:
Preliminary Report for City and TIB Review (1 electronic, 10 hardcopies)
Final Value Engineering Report (1 electronic, 10 hardcopies)
Exhibit A
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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 (i.e.: progress payment # 10).
• Invoice date.
• Period of time invoice covers.
• Consultant Agreement # (i.e.: AG-C-395).
• Project number(s) listed (i.e.: CP0916).
• CITY'S project manager listed.
Consultant Invoices
Agreement No. AG-C-395
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CITY OF
Peter B. Lewis, Mayor
UBU~N
- WASHINGTON 25 West Main Street * Auburn WA 98001-4998 * www.ouburnwo.gov * 253-931-3000
December 30, 2010
Mike Doleac, PE, CVS
CH2M Hill, Inc
1100112 th Avenue NE, Suite 400
Bellevue, WA 98004
RE: Agreement for Professional Services, AG-C-395
Project No. CP0916, West Valley Highway Improvements
Dear Mr. Geiss:
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 December 20, 2010 for invoice #3770599 in the amount of $23,000.00. If you
feel that this Agreement for Professional Services should not be closed, or if there are any
outstanding invoices, please inform me by January 14, 2011.
Thank you for your firm's professional services in work related to the design standards update
project. If you have any questions please call me at 253-804-5059.
Sincerel
Jacob weeti g, P.E.
Project Engineer
Public Works Department
JS/ad/hg
cc: City Clerk
AG-C-395
AUBURN *MORE THAN YOU IMAGINED