Loading...
HomeMy WebLinkAboutColehour + Cohen, S-Corp AG-C-269 A3../(, '( 2006 AGREEMENT FOR PROFESSIONAL SERVICES AG-C-269 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 COLEHOUR + COHEN, S-CORP, whose address is 1417 Fourth Avenue, Suite 201, Seattle, WA 98101, hereinafter referred to as "CONSULTANT." In consideration of the covenants and conditions of this Agreement, the parties hereby agree as follows: 1. SCOPE OF WORK. See Exhibit A, which is attached hereto and by this reference made a part of this Agreement. 2. TERM. The CONSULTANT shall not begin any work under this Agreement until authorized in writing by the CITY. All work under this Agreement shall be completed by December 31 , 2006. 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-269 January 12, 2006 Page 1 of 11 3. COMPENSATION. The CITY agrees to pay the CONSULTANT in accordance with the Compensation Fee Schedule outlined in Exhibit B and the Direct Non-salary Reimbursable Expenses outlined in Exhibit C for work performed under this Agreement. Exhibit B and Exhibit C are attached hereto and by reference made a part of this Agreement. Compensation to be paid to the CONSULTANT for authorized work in succeeding years will be contingent up availability of funds. The CONSULTANT will not undertake any work or otherwise financially obligate the CITY in excess of said not-to- exceed amount without a duly executed ADDENDUM issued by the CITY. The total amount of the agreement to be paid to the CONSULTANT shall not exceed $17,200.00 for the year 2006. The CONSULTANT compensation will be on a time and material basis, not to exceed $17,200.00. Costs will be based on an hourly rate shown on Exhibit B, which is attached hereto. The CONSULTANT shall be paid by the CITY for direct non-salary cost, per attached Exhibit C, at the actual cost to the CONSULTANT. 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. Agreement for Professional Services AG-C-269 January 12, 2006 Page 2 of 11 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 program planning and implementation 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 Agreement for Professional Services AG-C-269 January 12, 2006 Page 3 of 11 waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement to the full extent of the law. 6. INDEMNIFICATION/HOLD HARMLESS. The CONSULTANT shall defend, indemnify and hold the CITY, its officers, officials, volunteers, and employees harmless from any and all claims, injuries, damages, losses, or suits, including attorney fees, arising out of or resulting from the acts, errors or omissions of the CONSULTANT in performance of this Agreement, 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: Agreement for Professional Services AG-C-269 January 12, 2006 Page 4 of 11 a. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles, with a minimum combined single limit for bodily injury and property damage of $1 ,000,000 per accident. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. b. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, and personal injury and advertising injury, with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. The CITY shall be named as an insured under the CONSULTANT'S Commercial General Liability insurance policy with respect to the work performed for the CITY using the applicable ISO Additional Insured endorsement or equivalent. c. Worker's Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 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. Agreement for Professional Services AG-C-269 January 12, 2006 Page 5 of 11 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 Agreement for Professional Services AG-C-269 January 12, 2006 Page 6 of 11 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 (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. Agreement for Professional Services AG-C-269 January 12, 2006 Page 7 of 11 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 Agreeme~t 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 Agreement for Professional Services AG-C-269 January 12, 2006 Page 8 of 11 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 Julie Colehour 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: Kathleen Edman 25 W Main Street Auburn, W A 98001 Phone: 253-931-3047 Fax: 253-931-3053 E-mail: kedman@auburnwa.Qov Agreement for Professional Services AG-C-269 January 12, 2006 Page 9 of 11 Colehour + Cohen, S-Corporation Attn: Julie Colehour 1417 Fourth Avenue, Suite 201 Seattle, WA 98101 Phone: 206-262-0363 Fax: 206-262-0366 E-mail: icolehour@colehourcohen.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-269 January 12, 2006 Page 1 0 of 11 ATTEST: ,,0~<~ Danieffe E. Daskam, City Clerk Agreement for Professional Services AG-C-269 January 12, 2006 Page 11 of 11 CITY~~ r___ ,~ Peter B. ~ewis, Mayor ~ JAN 2 6 2006 Date BY: R + w:.' S-CORP Title: f~ . Federal Tax 10 # Agreement #AG-C-269 Consultant: Colehour + Cohen, S-Corp Project Name: Commercial Recycling Outreach Program EXHIBIT A SCOPE OF WORK Colehour + Cohen, S-Corp agree to perform the following services: SteD 1 - Initial meeting. Information Review: (January - March. 6 weeks) Attend one meeting with the Auburn Solid Waste Staff to discuss the selection of a target business sector to implement a Community Based Social Marketing (CBSM) project and pilot. Consultant will also look at available CBSM research and literature and summarize the key findings that are relevant to this project, and determine what information might be missing for the development of a commercial recycling CBSM pilot in Auburn. Deliverables: Summary of key finding of research and literature and evaluation of what is needed for this project in Auburn. SteD 2 - Conduct interviews with business owners/managers and staff to ascertain recvcling attitudes and behaviors (if needed): (March. 3 weeks) If gaps are determined in step 1, consultant will conduct at least (8) targeted interviews with business owners / managers and staff within the City of Auburn to determine missing information. This task would include the following elements: Identify prospects, create questionnaire, and schedule interviews via phone or on-site. Deliverab/es: A summary report of above elements. SteD 3 - Planning Session: (March. 1 week) City staff will meet with consultants Julie Colehour, Nancy Lee and David Stizhal to create a framework for the pilot program. The 4-hour session will include the following items: Target audience priorities/profiles, barriers and incentives to behavior change and evaluation methodology. Deliverab/es: Create a matrix that will function as a source document for developing the pilot strategy. Exhibit A Agreement No. AG-C-269 Page 1 of 2 Step 4 - Develop Community Based Social Marketina Strateav: (April. 3 weeks) The consultant team will work to create a CBSM pilot program strategy for the City of Auburn. De/iverables: This strategy will include a roadmap for implementation of the pilot in one sector including recommended messages, incentives, prompts, norms, etc.. It will also include a time line and evaluation methodology recommendation. Step 5 -Implement Pilot: (April- Auaust. 17 weeks) Consultants and City Staff will implement the pilot in the one business sector selected. Deliverables: The pilot will be implemented based on the strategy that is created and approved in step 4. Step 6 - Evaluate Pilot: (Auaust - October. 9 weeks) Consultants and City staff will evaluate the pilot based on the methodology recommended in the plan. The evaluation key will be the measurement of actual behavior change among the target audiences. Deliverables: A written summary of the evaluation will be provided by Consultants. Exhibit A Agreement No. AG-C-269 Page 2 of 2 EXHIBIT B PROJECT COMPENSATION FEE Task Description Not to exceed Step 1 Initial Meeting & Information Review $ 1,300.00 Step 2 Conduct interviews with business owners/ $ 2,000.00 managers and staff to ascertain recycling attitudes and behaviors (if needed). Step 3 Planning Session $ 2,100.00 Step 4 Develop Community Based Social $ 2,500.00 Marketing Strategy pilot Step 5 Implement Pilot $ 8,000.00 Step 6 Evaluate Pilot $ 1.300.00 TOTAL COST $17,200.00 Exhibit B Agreement No. AG-C-269 Page 1 of 2 Bud et Sheet Auburn 2006 Commercial Recycling Program Budget Sheet Task Description J. N. Lee D. Stitzal I. Total Total Total Colehour Warshal Hours Expenses Task Cost Step 1 Initial Kick-off Meeting 2 0 2 16 20 $0 $1 ,300 & Information Review Step 2 Conduct Interviews 2 1 1 28 32 $50 $2,000 with business owners I managers and staff to ascertain recycling attitudes and behaviors (if needed). Step 3 Planning Session 4 7 4 0 15 $50 $2,100 Step 4 Develop Community 8 6 2 4 20 $0 $2,500 Based Social Marketing Strategy Pilot Step 5 Implement Pilot* 0 0 0 0 0 $0 $8,000 Ste 6 Evaluate Pilot 2 4 0 8 14 $0 $1,300 Total Hours 18 18 9 56 101 Hourly Rate $150 $150 $100 $50 Total labor $2,700 $2,700 $900 $2,800 $9,100 Total $100 Expenses Total Project Cost Exhibit B Agreement No. AG-C-269 Page 2 of 2 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. *Subcontracts: The CONSULTANT, at the CITY'S request shall enter into subcontracts with other consultants, such as appraisers and/or environmental consultants, etc. If approved, the CITY shall reimburse the CONSULTANT for the actual cost of the subcontracts. Exhibit C Agreement No. AG-C-269 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 (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), supplies, 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). . 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-269 Page 1 of 2 SAMPLE INVOICE City of Auburn 25 West Main Auburn WA 98001 Attn: Kathleen Edman Agency Agreement # AG-C-269 Invoice # XXXX Progress Payment # 2 Invoice Date: February 10, 2006 Project Name: Commercial Recycling Project # PR562 Engineering Services performed during the period of: January 2006 SAMPLE ENGINEERING, INC. Personnel Hours Hourlv Rate Amount Mike Jones, Princioal in Charae 1 $ 125.00 $ 125.00 Carla Maker, Architect 5 $ 72.00 $ 144.00 Joe Smith, Word Processina 10 $ 48.00 $ 480.00 Consultant Personnel Subtotal $ 749.00 Amount $ 9.70 $ 30.00 $ 29.00 $ 68.70 Consultant Total: $ 817.70 SUB CONSULTANTS (see attached documentation) Subconsultant Hours Hourlv Rate Amount ABC Environmental, Inc., Civil Enaineer 10 $ 100.00 $ 1,000.00 Electrical ConsultinQ, Electrical Enaineer 5 $ 100.00 500.00 Mechanical Solutions, Mechanical Enaineer 10 $ 100.00 MRF 1,000.00 Movina Comoanv, Movina Consultant 2 $ 50.00 100.00 Subconsultant Subtotal $ 2,600.00 Subconsultant Total: $ 2,600,00 u_.._____._.._.._h____u____.._n_n_.._..____.._.._.._h_..-..-..-..---_.__.._._____.._u_._____n__________.._.._____._.._u_ -!.QI:~-l:n~.~.~_n!~~.~n!f'.!~Q!.~_~.n.._..______.._n______n..-..-.----_.__n______nn_..________._n_______._n_________nn_. __ _____n.._.____ __~.__~-'_!1..!~I~_______.._ CONTRACT BREAKDOWN Amount Total Invoiced % % Amount Task Authorized Prior Invoiced This Invoice To Date Exoended Com pleted Remainina 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 $ 3,417.70 $ 4,442.70 $ 20,057.30 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-269 Page 2 of 2 A"7~ 1"='., AMENDMENT #1 TO AGREEMENT NO. AG-C-269 BETWEEN THE CITY OF AUBURN AND COLEHOUR + COHEN, S-CORP RELATING TO THE BUSINESS RECYCLING PROGRAM THIS AMENDMENT is made and entered into this /1.J:)day of /l:j/~.t~u./ ,2006, by and between the CITY OF AUBURN, a municipal corporation of the State of Washington (hereinafter referred to as the "CITY"), and Colehour + Cohen, S-Corp, (hereinafter referred to as the "CONSULTANT'} as an Amendment to the Agreement between the parties for AG-C- 269 executed on the 26 h day of January, 2006. The changes to the agreement are described as follows: 1. CONTRACT TERM: The term of the Agreement for Professional Services is extended to April 30, 2007. 2. SCOPE OF WORK: There is no change in the scope of work. 3. COMPENSATION: There is no change to the amount authorized in the original agreement. REMAINING TERMS UNCHANGED: That all other provisions of the Agreement between the parties for AG-C-269 executed on the 26th day of January, 2006, shall remain unchanged and in full force and effect. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. By: ~ 1u cd2L. Ju Colehour, Co-Partner ~ Peter B. lewis, Mayor --.:1 -? COLEHOUR + CPHEN, S-CORP ATTEST (Optional): ATTEST: JJ~~ Danielle E. Daskam, Auburn City Clerk By: Its: Attorney for (Other Party) Approved as to form (Optional): ----------------------------------------------------------------- Exhibit B to AG-C-269, Amendment NO.1 Colehour + Cohen, S-Corp Page 1 of 1