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HomeMy WebLinkAboutAHBLAGREEMENT FOR PROFESSIONAL SERVICES Received AHBL 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 with, AHBL, whose address is 316 Occidental Avenue S, Suite 320, Seattle, WA 98104, 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, attached and by this reference made 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, 2004. 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 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 reference made a part of this Agreement. These charges may include, but are not limited to the following items: reproduction fees, communication fees, and mileage. The billing for non- Agreement for Professional Services May 20, 2003 1 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. Billings shall be submitted on a monthly basis. A short narrative progress report shall accompany each voucher for payment. All billings for compensation for work performed under this Agreement will list specific task titles, actual time (days and/or hours) and dates during which the work was performed and the compensation shall be figured using the rates in Exhibit C, Labor Rates. Exhibit C is attached hereto and by this reference made part of this Agreement. The total amount of the contract shall not exceed Eight Thousand Eight Hundred and Fifty Dollars ($8,850.00) for the tasks identified in Exhibit A. The tasks that have already been completed under the previous contract with Imagio J. Walter Thompson have been noted within Exhibit A. As a point of reference, the Scope of Services between the City and Imagio J Walter Thompson is attached as Exhibit D. 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 or work shall be authorized in writing under the Management Reserve Fund as detailed in Section 4. Agreement for Professional Services May 20, 2003 2 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 perform its services to conform to generally accepted professional planning and 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. 5. 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 Agreement for Professional Services May 20, 2003 3 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. 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. INSURANCE. CONSULTANT shall procure and maintain for the duration of this Agreement, commercial general liability insurance against claims for injuries to persons or damage to property which may arise from or in conjunction with services provided to the CITY by the CONSULTANT, its agents, employees or subcontractors, under this Agreement. The CONSULTANT agrees to provide commercial general liability insurance and shall maintain liability limits of no less then ONE MILLION DOLLARS ($1,000,000) per occurrence and ONE MILLION DOLLARS ($1,000,000) general aggregate. The CONSULTANT shall also provide and maintain professional liability coverage in the minimum liability limits of ONE MILLION DOLLARS ($1,000,000) per claim and TWO MILLION DOLLARS ($2,000,000) aggregate. Agreement for Professional Services May 20, 2003 4 The general liability coverage shall also provide that the CITY, its officers, employees and agents are to be covered as additional insured as respects: Liability arising out of the services or responsibilities performed by or under obligation of the CONSULTANT under the terms of this Agreement, by the CONSULTANT, its employees, agents and subcontractors. Both the general liability and professional liability coverage shall provide that the CONSULTANT'S insurance coverage shall be primary insurance as respects the CITY, its officials, employees and agents. Any insurance or self insurance maintained by the CITY, its officials, employees or agents shall be excess to the CONSULTANT'S insurance and shall not contribute with it. Each insurance policy required by this section of the Agreement shall be endorsed to state that coverage shall not be suspended, voided, or canceled except when thirty (30) days pdor 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. The CONSULTANT agrees to provide copies of the certificates of insurance to the CITY specifying the coverage required by this section within 14 days of the execution of this Agreement. The CITY reserves the dght 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. 8. 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 May 20, 2003 5 9. OWNERSHIP OF RECORDS AND DOCUMENTS The CONSULTANT agrees that any and all drawings, computer discs, documents, records, books, specifications, reports, estimates, summaries and such other information and materials as the CONSULTANT may have accumulated, prepared or obtained as part of providing services under the terms of this Agreement by the CONSULTANT, shall belong to and shall remain the property of the CITY OF AUBURN. In addition, the CONSULTANT agrees to maintain all books and records relating to its operation and concerning this Agreement for a period of six (6) years following the date that this Agreement is expired or otherwise terminated. The CONSULTANT further agrees that the CITY may inspect any and all documents held by the CONSULTANT and relating to this Agreement upon good cause at any reasonable time within the six (6) year period. The CONSULTANT also agrees to provide to the CITY, at the CITY'S request, the originals of all drawings, documents, and items specified in this Section and information compiled in providing services to the CITY under the terms of this Agreement. 10. CERTIFICATION REGARDING DEBARMENT~ SUSPENSION~ AND OTHEP_ RESPONSIBILITY MATTERS-PRIMARY COVERED TRANSACTIONS. The prospective pdmary 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, Agreement for Professional Services May 20, 2003 6 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. 12. TERI~IlNATION 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 May 20, 2003 7 13. GENERAL PROVISIONS. 13.1. This Agreement shall be govemed by the laws, regulations and ordinances of the City of Auburn, the State of Washington, King County, and where applicable, Federal laws. 13.2. All claims, disputes and other matters in question arising out of, or relating to, this Agreement or the breach hereof, except with respect to claims which have been waived, will be decided by a court of competent jurisdiction in King County, Washington. Pending final decision of a dispute hereunder, the CONSULTANT and the CITY shall proceed diligently with the performance of the services and obligations herein. 13.3. In the event that any dispute or conflict arises between the parties while this Agreement is in effect, the CONSULTANT agrees that, notwithstanding such dispute or conflict, the CONSULTANT shall continue to make a good faith effort to cooperate and continue work toward successful completion of assigned duties and responsibilities. 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. Agreement for Professional Services May 20, 2003 8 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 Michael Kattermann, 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 Aubum Attn: Mitzi McMahan 25 W Main Street Auburn WA 98001 Phone: 253-804-5031 Fax: 253-931-3053 E-mail: mmcmahan@ci.auburn.wa.us AHBL Attn: Michael Kattermann 316 Occidental Ave S, Ste 320 Seattle, WA 98104 Phone: 206-267-2425 Fax: 206-267-2429 E-mail: mkattermann@ahbl.com 13.10. All notices or communications permitted or required to be given under this Agreement shall be in wdting 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, Agreement for Professional Services May 20, 2003 9 however, that mailing such notices or communications by certified mail, retum 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 Peter B. Lewis, Mayor ATTEST: Danielle E. Daskam, City Clerk Agreement for Professional Services May 20, 2003 10 AHBL Title: Federal Tax ID # (~/- / ~'"~ ~ / Agreement for Professional Services MaY 20, 2003 11 EXHIBIT A SCOPE OF SERVICES AGREEMENT FOR PROFESSIONAL SERVICES CITY OF AUBURN - AHBL AUBURN GATEWAY PROJECT Task I Task I-1 Task I-2 Task I-3 Task I-4 Subtask a. Subtask b. Task I-5 Task I-6 Task I-7 Task I-8 Task I-9 Task I-9 DEVELOP GATEWAY STRATEGY, OUTLINE & DESIGN Gateway meeting [Staff & AHBL] - Tour of Auburn to view potential sites and develop recommendations [Staff & AHBL] Task has been completed Location meeting [Staff and AHBL]- Staff will meet with AHBL to discuss possible gateway locations and design ideas Task has been completed Draft conceptual designs for gateways [AHBL] - Provide samples of possible gateways Task has been completed Draft gateway plan [AHBL & Staff] Draft a hierarchy of gateway locations and examples including small scale directional and informational signage in keeping with work from Task I and Task II of the Agreement between the City of Auburn and Imagio J Walter Thompson Task has been completed Develop a graphical design guide for Auburn that outlines various hierarchies of Gateways and signage that is sensitive to available city resources [AHBL] Stakeholder meeting [Staff & AHBL] - Staff and AHBL meet to gain input from stakeholders on the conceptual designs/conceptual plan Task has been ,completed Follow up meeting with stakeholders for review of recommendations Council Committee meeting to review and comment on conceptual designs/conceptual plan [Staff] Based on feedback from the stakeholders, and Council Committee, AHBL will prepare the final gateway designs and develop cost estimates, including outlining a phased implementation program that includes innovative funding and in-kind contribution opportunities Prepare demonstration Gateway conceptual design and cost estimate for city approval [AHBL] City Council meeting - AHBL to present location and conceptual design for demonstration gateway [Staff & AHBL] Agreement for Professional Services May 20, 2003 12 Task 1-10 Taskl- 11 Prepare final design, construction drawings and specifications with cost estimate for demonstration gateway [AHBL] AHBL to present all final reports, recommendations and cost estimates - Final meeting with City Staff AHBL shall meet up to 2 times with City staff, separate from all other Task I meetings, to review issues, study progress, data needs and gather any additional City input required CITY PROVIDED SERVICES The City shall provide staff time and direct costs in support of the Consultants efforts to include, but not be limited to: · Furnish copies of pertinent reports, maps, and data related to the project · Assist with data collection including survey work and interviews · Attend and support all meetings and provide follow-up data as identified · Organize, conduct or assist with all stakeholder outreach meetings, City Council meetings, Council Committee meetings, and Arts Commission meetings · Provide City internet services for the development of marketing and gateway project page(s), data collection utilizing online surveys and broadcast Email messages · Organize and Coordinate public input via the Aubum Update (published in the Auburn Reporter) and the Auburn City intemet site · Provide any necessary advertising expenses for meetings · Provide mailing services and expenses for questionnaires · Provide all information pertaining to the City's sign code Agreement for Professional Services May 20, 2003 13 EXHIBIT B - DIRECT NON-SALARY REIMBURSABLE EXPENSES AGREEMENT FOR PROFESSIONAL SERVICES CITY OF AUBURN - AHBL AUBURN GATEWAY PROJECT Reproduction Fees Communication Fees Mileage at $0.365/mile or the current approved IRS rate. It is understood that all reimbursements are at cost and will be marked-up 10%. Agreement for Professional Services May 20, 2003 14 EXHIBIT C - LABOR RATES AGREEMENT FOR PROFESSIONAL SERVICES CITY OF AUBURN - AHBL AUBURN GATEWAY PROJECT For the conduct of Task I and any additional services authorized by the CITY, the CONSULTANT shall be reimbursed at the following rates: Staff Name Title Duane Dietz Holly Moore Michael Kattermann Brenda Richardson Leigh Alexander .Judy Grover Kristin Levar Principal $135 Landscape Designer II $ 60 Senior Project Manager $115 CAD Operator III $ 70 Cledcal $ 50 Clerical $ 50 Landscape Designer II $ 60 Rate of Pay/Hr. Agreement for Professional Services May 20, 2003 15 EXHIBIT D SCOPE OF SERVICES AGREEMENT FOR PROFESSIONAL SERVICES CITY OF AUBURN - IMAGIO J. WALTER THOMPSON AUBURN MARKETING AND GATEWAY PROJECT Task I Task I-1 DETERMINE COMMUNITY IDENTITY AND CITY TAGLINE/SLOGAN Stakeholder kickoff/visioning session [Staff & representative for Imagio]- Meet with stakeholders, introduce the topic and process, and gain input through a visioning session for Task I Task I-2 Subtask a. Subtask b. Subtask c. Task I-3 Subtask a. Subtask b. Subtask c. Subtask d. Data collection/analysis [Staff & Imagio] Survey of current research and available materials [Staff will provide to Imagio] Write and conduct perceptions of Auburn survey/questionnaire for Council Members and Stakeholders (this subtask would consist of between 7 to 8 in- person interviews, one to two group interviews and could also include electronic mail and postal mail delivery of surveys/questionnaires [Imagio] and include the survey/questionnaire on the Auburn intemet site and notify the local paper(s) [Staff] Conduct an external (people outside of Auburn, but within the Puget Sound Region) perceptions of Auburn survey/questionnaire [Imagio] Identity assessment/City slogan/tagline [Imagio] Consultant to develop 3 options to present to Staff Stakeholder meeting (or Email poll) to gain input/reaction [Staff]; Staff to report back to Imagio (If necessary) Consultant to develop 1 to 2 additional options [Imagio] Stakeholder meeting (or Email poll) to gain input/reaction [Staff]; Staff to report back to Imagio Task I-4 Task I- 5 Subtask a. Subtask b. Subtask c. Subtask d. Stakeholder meeting [Staff & imagio]- Meet with stakeholders; Imagio to present findings of data collection analysis and provide overview of the options developed; discuss logo (but not provide options) Draft logo [Imagio] Imagio to provide 3 options Stakeholder meeting (or Email poll) to gain input/reaction [Staff]; Staff to report back to Imagio (If necessary) Imagio to develop I to 2 additional options [Imagio] Stakeholder meeting (or Email poll) to gain input/reaction [Staff]; Staff to report back to Imagio Task I-6 Council Committee meeting [Staff] Agreement for Professional Services May 20, 2003 16 Task I- 7 Meeting with Imagio and Staff - Staff will report findings from stakeholder and council committee review Task I-8 Report and brand package (identity assessment/research data, logo, tagline) [Imagio]- Consultant to provide a report of the process/progress of work and brand package; a summary of findings and recommendations for Task I Subtask a. Task I-9 Stakeholder review of report and brand package Council Committee meeting [Staff] - Staff to discuss project status and request direction on the budget parameters Task I- 10 Task I-11 Council meeting [Staff & Imagio] Staff and Imagio presentation Imagio shall meet up to 2 times with City staff, separate from all other Task I meetings, to review issues, study progress, data needs and gather any additional City input required *NOTEAny additional meetings are outside of the current scope and should be billed on a T and M basis Task II DETERMINE MARKETING PUBLIC RELATIONS AND MEDIA STRATEGY Task I1-1 Task 11-2 Task 11-3 Task 11-4 Staff to give Imagio estimations on budget parameters for implementation of all plans so Imagio may develop appropriate and realistic strategies Draft marketing, public relations, media strategies [Imagio] - These strategies will be developed simultaneously to ensure consistent and cohesive plans Staff review comments for marketing, public relations and media strategies- Wdtten comments sent to Imagio; conference call(s) as necessary Stakeholder meeting [Staff & Imagio]- review marketing, public relations and media strategies; written comments sent to Imagio with a conference call as necessary Task 11-5 Council Committee meeting [Staff] Task 11-6 Task 11-7 Produce final marketing, public relations and media plans [Imagio] Staff review comments- Written comments sent to Imagio; conference call(s) as necessary Task III Task II1-1 DEVELOP GATEWAY STRATEGY, OUTLINE & DESIGN Gateway meeting [Staff, Imagio & AHBL] - Tour of Auburn to view potential sites and develop recommendations [Staff, AHBL and Imagio] Agreement for Professional Services May 20, 2003 17 Task 111-2 Task 111-3 Stakeholder meeting [Staff and AHBL] - Staff will meet with stakeholder group to discuss possible gateway locations and design ideas Draft conceptual designs for gateways [AHBL] - Provide samples of possible gateways Task 111-4 Draft gateway plan [AHBL & Staff] Subtask a. Subtask b. Task 111-5 Task 111-6 Draft a hierarchy of gateway locations and examples including small scale directional and informational signage in keeping with work from Task I and Task II [AHBL with guidance from Staff] Develop a graphical design guide for Auburn that outlines various hierarchies of gateways and signage that is sensitive to available city resources [AHBL] Stakeholder meeting [Staff & AHBL]- Staff and AHBL meet to gain input from stakeholders on the conceptual designs/conceptual plan, this information will be presented to the Council Committee by Staff Council Committee meeting to review and comment on conceptual' designs/conceptual plan [Staff] Task 111-7 Based on feedback from the stakeholders, and Council Committee, AHBL will prepare the final gateway designs and develop cost estimates, including outlining. a phased implementation program that includes innovative funding and in-kind contribution opportunities Task 111-8 Task 111-9 Task 111-10 Task II1-11 * NO TE: Task 111-12 Recommend location and pdoritization of demonstration Gateway and prepare conceptual design and cost estimate for city approval [AHBL] Council Committee meeting [Staff] City Council meeting - AHBL to present location and conceptual design for demonstration gateway [Staff & AHBL] Prepare final design, construction drawings and specifications with cost estimate for demonstration gateway [AHBL] An Imagio representative will attend AHBL meetings on an as needed basis AHBL shall meet up to 2 times with City staff, separate from all other Task III meetings, to review issues, study progress, data needs and gather any additional City input required *NOTE Task IV Any additional meetings are outside of the current scope and should be billed on a T and M basis FINAL REPORTS & RECOMMENDATIONS Task IV - 1 Imagio and AHBL to present all final reports, recommendations and cost estimates from Tasks I, II and III - Final meeting with City Staff Agreement for Professional Services May 20, 2003 18 Task IV - 2 City Council meeting - Imagio presents final report (which includes marketing plan, public relations plan, media strategy plan, final recommendations and gateway construction drawings) CITY PROVIDED SERVICES The City shall provide staff time and direct costs in support of the Consultants efforts to include, but not be limited to: Furnish copies of pertinent reports, maps, and data related to the project · Assist with data collection including survey work and interviews Attend and support all meetings and provide follow-up data as identified · Organize, conduct or assist with all stakeholder outreach meetings, City Council meetings, Council Committee meetings, and Arts Commission meetings · Provide City internet services for the development of marketing and gateway project page(s), data collection utilizing online surveys and broadcast Email messages · Organize and Coordinate public input via the Auburn Update (published in the Auburn Reporter) and the Aubum City internet site · Provide any. necessary advertising expenses for meetings · Provide .mailing services and expenses for questionnaires · Provide all information pertaining to the City's sign code Agreement for Professional Services May 20, 2003 19