HomeMy WebLinkAboutAG-C-530 with KPFF Consulting Engineers, INC. - Task Assignments AGREEMENT FOR PROFESSIONAL SERVICES
AG-C-530
THIS AGREEMENT made and entered into by and between the CITY OF
AUBURN, a Washington Municipal Corporation ("CITY") and KPFF CONSULTING
ENGINEERS, INC., whose address is 1601 Fifth Avenue, Suite 1600, Seattle, WA
98101, ("CONSULTANT.")
In consideration of the covenants and conditions of this Agreement, the parties
agree as follows:
1. SCOPE OF WORK.
The CONSULTANT, on a project basis, will be given individual task assignments
(see Exhibit A, Sample Task Assignment) for work related to on-call structural design
and structural damage repair recommendations. These task assignments will describe
the work to be completed, completion dates, and compensation amount. An approved
task assignment shall be required between the CONSULTANT and the City prior to
commencing any work for any individual task.
2. TIME FOR PERFORMANCE, TERM AND TERMINATION OF AGREEMENT.
The Provider will not begin any work under this Agreement until authorized in
writing by the City. The term of this Agreement commences on the later date of the
Parties execution of this Agreement, as reflected on the signature page. The Provider
will perform the services in accordance with the direction and scheduling provided on
Exhibit "A", unless otherwise agreed to in writing by the parties. All work performed
under this Agreement will be completed by December 31, 2021.
Termination for cause. Either party may terminate this Agreement and/or any task
assignments upon written notice to the other party if the other party fails substantially to
Agreement for Professional Services AG-C-530
ENG-181, Revised 10/20
November 10, 2020
Page 1 of 12
perform in accordance with the terms of this Agreement through no fault of the party
terminating the Agreement. The notice will identify the reason(s) for termination and
specify the effective date of termination. In the event of a default by Provider, City may
suspend all payments otherwise due to Provider and the City will have no further
obligations to Provider.
Termination for Convenience. The City may terminate this Agreement and/or any
task assignments upon not less than seven (7) days written notice, which shall contain
the effective date of termination, to the Provider. If this Agreement is terminated
through no fault of the Provider, the Provider will be compensated for services
performed prior to termination in accordance with the rate of compensation provided in
Exhibit "B". This payment shall fully satisfy and discharge the City of all obligations and
liabilities owed the Provider, who shall not be liable for any anticipated profits or other
consequential damages resulting from the termination.
Upon receipt of a termination notice, the Provider will promptly discontinue all services
affected and deliver to the City all data, drawings, specifications, reports, summaries,
and such other information and materials as the provider may have accumulated,
prepared, or obtained in performing this Agreement, whether fully or partially completed.
All rights and remedies provided in this Section are not exclusive of any other rights or
remedies that may be available to the City, whether provided by Law, equity, in any
other agreement between the parties or otherwise.
Agreement for Professional Services AG-C-530
ENG-181, Revised 10/20
November 10, 2020
Page 2 of 12
-;f
3. COMPENSATION.
The CONSULTANT shall be paid by the CITY based on the fees included for
each individual approved task assignment. These fees will be " not to exceed" lump
sum figures based on the Fee Schedule (Exhibit B). Compensation shall include all
consultant expenses including, but not limited to, overhead, profit, and direct non-salary
costs and shall not exceed that amount shown on each approved individual task
assignment for structural design and structural damage repair recommendations
services under this contract. The total amount of the agreement shall not exceed
$50,000.00.
If services are required beyond those specified in the Scope of Work, and not
included in the compensation listed in this Agreement, a contract modification must be
negotiated and approved by the CITY prior to any effort being expended on those
services.
4. SUBCONTRACTING.
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 contract 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 shall contain all applicable provisions of this
AGREEMENT.
Agreement for Professional Services AG-C-530
ENG-181, Revised 10/20
November 10, 2020
Page 3 of 12
5. RESPONSIBILITY OF CONSULTANT.
The CONSULTANT is 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 negligent 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
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 in this Agreement, 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.
Except for injuries and damages caused by the sole negligence of the City, the
CONSULTANT will defend, indemnify and hold the City and its officers, officials,
employees, and volunteers harmless from any and all claims, injuries, damages, losses,
or suits of every kind, including attorney fees and litigation expenses, arising out of or
resulting from the acts, errors, or omissions of the CONSULTANT, its employees,
agents, representatives, or subcontractors, including employees, agents, or
representatives of tits subcontractors, made in the performance of this Agreement, or
arising out of worker's compensation, unemployment compensation, or unemployment
disability compensation claims.
Agreement for Professional Services AG-C-530
ENG-181, Revised 10/20
November 10, 2020
Page 4 of 12
However, should a court of competent jurisdiction determine that this Agreement
is subject to RCW 4.24.115, then, in the event of liability for damages arising out of
bodily injury to persons or damages to property caused by or resulting from the
concurrent negligence of the Consultant and the Public Entity, its officers, officials,
employees, and volunteers, the Consultant's liability, including the duty and cost to
defend, hereunder shall be only to the extent of the Consultant's negligence.
If is further specifically and expressly understood that this indemnification
constitutes the CONSULTANT's waiver of immunity under Industrial Insurance, Title 51
RCW, solely for the purposes of this indemnification. This waiver has been mutually
negotiated by the parties. The provisions of this section will survive the expiration or
termination of this Agreement.
7. INDEPENDENT CONTRACTOR/ASSIGNMENT.
The Provider will perform the services as an independent contractor and will not
be deemed, by virtue of this Agreement and performance of its provisions, to have
entered into any partnership, joint venture, employment or other relationship with the
CITY. Nothing in this Agreement creates any contractual relationship between the
Provider's employee, agent, or subcontractor and the CITY.
8. INSURANCE.
The CONSULTANT will, at its sole expense, procure and maintain for the
duration of this Agreement and 30 days thereafter insurance against claims for injuries
}
to persons or damage to property which may arise from or in connection with the
performance of this Agreement by the CONSULTANT, its agents, representatives, or
employees.
CONSULTANT's maintenance of insurance as required by the Agreement will
not be construed to limit the liability of the CONSULTANT to the coverage provided by
Agreement for Professional Services AG-C-530
ENG-181, Revised 10/20
November 10, 2020
Page 5 of 12
such insurance, or otherwise limit the City's recourse to any remedy available at law or
in equity.
The Service CONSULTANT will obtain insurance of the types described below:
a. Automobile Liability insurance covering all owned, non-owned, hired and
leased vehicles. Coverage will be at least as broad as Insurance Services Office (ISO)
form CA 00 01 (CONSULTANT may use a substitute form providing equivalent liability
coverage). CONSULTANT will maintain automobile insurance with minimum combined
single limit for bodily injury and property damage of$1,000,000 per accident.
b. Commercial General Liability insurance will be at least as broad as ISO
occurrence form CG 00 01 and will cover liability arising from premises, operations,
stop-gap independent contractors, products-completed operations, personal injury and
advertising injury, and liability assumed under an insured contract. The City will be
named as an additional insured under the CONSULTANT's Commercial General
Liability insurance policy with respect to the work performed for the City using an
additional insured endorsement at least as broad as ISO Additional Insured
endorsement CG 20 26. Commercial General Liability insurance will be written with
limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate
c. Worker's Compensation coverage as required by the Industrial Insurance
laws of the State of Washington.
d. Professional Liability insurance appropriate to the CONSULTANT's profession
with limits no less than $2,000,000 per claim and $2,000,000 policy aggregate limit.
For Automobile Liability and Commercial General Liability insurance, the policies
are to contain, or be endorsed to contain that CONSULTANT's insurance coverage will
be primary insurance as respects the City. Any insurance, self-insurance, or self-
Agreement for Professional Services AG-C-530
ENG-181, Revised 10/20
November 10, 2020
Page 6 of 12
insurance pool coverage maintained by the City will be excess of the CONSULTANT's
insurance and will not contribute with it.
Insurance is to be placed with an authorized insurer in Washington State. The
insurer must have a current A.M. Best rating of not less than A:VII.
The CONSULTANT will furnish the City with original certificates of insurance and
a copy of the amendatory endorsements, including but not necessarily limited to the
additional insured endorsement, evidencing the insurance requirements of this
Agreement before commencement of the work.
The City reserves the right to require that complete, certified copies of all
required insurance policies and/or evidence of all subcontractors' coverage be
submitted to the City at any time. The City may withhold payment if the CONSULTANT
does not fully comply with this request.
If the CONSULTANT maintains higher insurance limits than the minimums shown
above, the City will be insured for the full available limits of Commercial General and
Excess or Umbrella liability maintained by the CONSULTANT, irrespective of whether
such limits maintained by the CONSULTANT are greater than those required by this
Agreement or whether any certificate of insurance furnished to the City evidences limits
of liability lower than those maintained by the CONSULTANT.
Failure on the part of the CONSULTANT to maintain the insurance as required
will constitute a material breach of contract, upon which the City may, after giving five
business days' notice to the CONSULTANT to correct the breach, immediately
terminate the Agreement or, at its discretion, procure or renew such insurance and pay
any and all premiums in connection therewith, with any sums so expended to be repaid
to the City on demand, or at the sole discretion of the City, offset against funds due the
CONSULTANT from the City.
Agreement for Professional Services AG-C-530
ENG-181, Revised 10/20
November 10, 2020
Page 7 of 12
The CONSULTANT will provide the City with written notice of any policy
cancellation within two business days of their receipt of such notice. Failure by the
CONSULTANT to maintain the insurance as required will constitute a material breach of
this agreement, upon which the City may, after giving five (5) business days' notice to
the CONSULTANT to correct the breach, immediately terminate the agreement or, at its
discretion, procure or renew such insurance and pay any and all premiums in
connection therewith, with any sums so expended to be repaid to the City on demand,
or at the City's sole discretion, offset against funds due the CONSULTANT from the
City.
9. NONDISCRIMINATION.
The CONSULTANT will 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, sexual
orientation, age, or where there is the presence of any sensory, mental or physical
handicap.
10. OWNERSHIP AND USE OF DOCUMENTS
All documents, reports, memoranda, diagrams, sketches, plans, surveys, design
calculations, working drawings and any other materials created or otherwise prepared
by the Provider as part of his performance of this Agreement (the "Work Products") will
be owned by and become the property of the City, may be used by the City for any
purpose beneficial to the City, and are subject to the requirement of the Public Records
Act, 42.56 RCW. The Provider acknowledges that the Agreement, and documents
provided in connection with this Agreement, become a public record and may be subject
to inspection and copying, unless the information is declared by law to be confidential or
is otherwise exempted from public records disclosure requirements. The Provider
Agreement for Professional Services AG-C-530
ENG-181, Revised 10/20
November 10, 2020
Page 8 of 12
agrees to give its fullest assistance to the City in identifying, locating, and copying any
records in the Provider's possession that are responsive, as determined by the City in
its sole discretion, to a Public Records Act request received by the City.
11. RECORDS INSPECTION AND AUDIT
All compensation payments will be subject to the adjustments for any amounts
found upon audit or otherwise to have been improperly invoiced, and all records and
books of accounts pertaining to any work performed under this Agreement will be
subject to inspection and audit by the City for a period of up to three (3) years from the
final payment for work performed under this Agreement. If any litigation, claim, dispute,
or audit is initiated before the expiration of the three (3) pear period, all records and
books of account pertaining to any work performed under this Agreement will be
retained until all litigation, claims, disputes, or audit are finally resolved.
12. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER
RESPONSIBILITY MATTERS-PRIMARY COVERED TRANSACTIONS.
The CONSULTANT 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 the effective date of this
Agreement 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,
Agreement for Professional Services AG-C-530
ENG-181, Revised 10/20
November 10, 2020
Page 9 of 12
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 the effective date of this
Agreement had one or more public transactions (federal, state, or local)
terminated for cause or default.
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, except with respect to claims which have been waived, will be
decided by a court of competent jurisdiction in King County, Washington.
13.3. If 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
Agreement for Professional Services AG-C-530
ENG-181, Revised 10/20
November 10, 2020
Page 10 of 12
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. All costs of enforcement, including reasonable attorney's fees, 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 Aaron Olson 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 KPFF Consulting Engineers
Attn: Matthew Larson, PE Attn: Aaron Olson, PE
25 W Main Street 1601 Fifth Avenue, Suite 1600
Auburn WA 98001 Seattle, WA 98101
Phone: 253-804-5032 Phone: 206-622-5822
E-mail: mlarson@auburnwa.gov E-mail: aaron.olson@kpff.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 sent by regular United
States mail, postage prepaid.
Any party may change their address by giving notice in writing to any other party.
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-530
ENG-181, Revised 10/20
November 10, 2020
Page 11 of 12
CITY OF AUBURN
t(a:cy B us, Mayor
Date k �• ( b '
APPROVED AS TO FORM:
cunktwv
Kendra Comeau, City Attorney
KPFF Consulting Engineers
BY: jkV
Title: Aaron Olson, Associate
Federal Tax ID # 91-0755897
Agreement for Professional Services AG-C-530
ENG-181, Revised 10/20
November 10, 2020
Page 12 of 12
}
EXHIBIT A
*V %
TASK ASSIGNMENT
§/1°‘
AGREEMENT #: AG-C-xxx TASK #: xxx-xxxx-xxx
CONSULTANT:
PROJECT #/Name:
The general provisions and clauses of the Agreement referenced above shall be in full
force and effect for this Task Assignment.
Location of Project:
Maximum Amount Payable per this Task Assignment: $
Completion Date:
Scope of Work:
Approvals
Consultant Project Manager:
Signature: Date:
City Project Manager:
Signature: Date:
Public Works Director, if Task Assignment is over $10,000:
Signature: Date:
Exhibit A
Agreement No. AG-C-xxx
Page 1 of 1
EXHIBIT B
_ - - _ _ __,_ A
ss
3 -
i
Overhead Fixed Fee All Inclusive
Job Classification DSC Hourly Biling
140.71% 30.00% Rate
Principal $64.91 $91.33 $19.47 $175.72
Technical Specialist $72.12 $101.48 $21.64 $195.24
Project Manager $57.70 $81.19 $17.31 $156.19
Senior Engineer II $55.68 $78.34 $16.70 $150.72
Senior Engineer I $46.73 $65.76 $14.02 $126.51
Project Engineer II $45.00 $63.32 $13.50 $121.83
Project Engineer I $38.37 $53.99 $11.51 $103.87
Design Engineer $33.18 $46.68 $9.95 $89.81
Sr.CADD Technician $51.93 $73.07 $15.58 $140.57
CADD Technician $49.62 $69.82 $14.89 $134.32
Project Coordinator $32.31 $45.46 $9.69 $87.47
Intern $22.00 $30.96 $6.60 $59.56
Administrative $25.96 $36.53 $7.79 $70.29
11/22/2017
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 15th
• For grant/special funded projects there might be other special information needed,
reference the LAG manual.
Consultant Invoices
Agreement No. AG-C-xxx
Page 1 of 3
SAMPLE INVOICE
City of Auburn Invoice #: 5222
25 West Main Progress Payment#: 2
Auburn WA 98001 Invoice Date: February 10, 2002
Attn: Scott Nutter (Project Engineer) Project Name: Thomas Nelson Farm
Agency Agreement#: AG-C-010 Project #: PR562
Engineering Services performed during the period of January 2002
SAMPLE ENGINEERING, INC.
Personnel Hours Hourly Amount
Rate
Mike Jones, Principal in Charge 1 $ 125.00 $ 125.00
Carla Maker, Architect 5 $ 72.00 $ 144.00
Joe Smith, Word Processing 10 $ 48.00 $ 480.00
Consultant Personnel Subtotal $ 749.00
Expenses (see attached Charge Multiplier Amount
documentation) s
Mike Jones, Principal in Charge 20 miles x1.1 $ 7.59
Carla Maker, Architect $ 30.00 x1.1 $ 33.00
Joe Smith, Word Processing $ 29.00 x1.1 $ 31.90
Consultant Expenses Subtotal $ 72.49
Consultant Total: $ 821.49
SUB CONSULTANTS (see attached documentation)
Subconsultant Hours Hourly Amount
Rate
ABC Environmental, Inc., Civil 10 $100.00 $ 1,000.00
Engineer
Electrical Consulting, Electrical 5 $100.00 500.00
Engineer
Mechanical Solutions, Mechanical 10 $100.00 MRF1,000.00
Engineer
Moving Company, Moving 2 $ 50.00 100.00
Consultant
Subconsultant Subtotal $ 2,600.00
Subtotal x 1.1 Multiplier $ 2,860.00
Subconsultant Total: $ 2,860.00
Consultant Invoices
Agreement No. AG-C-xxx
Page 2 of 3
TOTAL DUE THIS INVOICE $ 3,681.49
f
CONTRACT BREAKDOWN
Amount Total % % Amount
Task Authorized Prior This Invoiced to Expended Completed Remaining r
Invoiced Invoice Date
Original
Contract $ $ $2,681.49 $3,706.49 20% 25% $
22,000.00 1,025.00 18,293.51
,;''
MRF* 2,500.00 0.00 1,000.00 1,0000.00 40% 45% 1,500.00
TOTAL $ $ $3,681.49 $4,706.49 $
24,500.00 1,025.00 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.
,
,
i
Exhibit A
Agreement No. AG-C-xxx
Page 3 of 1