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HomeMy WebLinkAboutAG-C-527 with KPG, P.S. - Provide on-call SIgnal, ITS and Street Lighting Design Services AGREEMENT FOR PROFESSIONAL SERVICES AG-C-527 THIS AGREEMENT made and entered into by and between the CITY OF AUBURN, a Washington Municipal Corporation ("CITY") and KPG, P.S. whose address is 2502 Jefferson Avenue, Tacoma, WA ("CONSULTANT.") In consideration of the covenants and conditions of this Agreement, the parties agree as follows: 1. SCOPE OF WORK. The CONSULTANT will provide on-call Signal, ITS and Street Lighting Design services for the City of Auburn. Work may include preparing contract documents (plans, special provisions and an Engineer's estimate) for small projects and/or portions of City design projects on an on-call basis related to traffic signal, ITS, and street lighting. The CONSULTANT, on a project basis, will be given individual task assignments (see Exhibit A, Sample Task Assignment) for work related to Signal, ITS and Street Lighting Design services. 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. Agreement for Professional Services AG-C-527 ENG-181, Revised 10/20 November 10, 2020 Page 1 of 12 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 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-527 ENG-181, Revised 10/20 November 10, 2020 Page 2 of 12 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 signal, ITS and street lighting design 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. 5. RESPONSIBILITY OF CONSULTANT. The CONSULTANT is responsible for the professional quality, technical accuracy, timely completion and the coordination of all studies, analysis, designs, Agreement for Professional Services AG-C-527 ENG-181, Revised 10/20 November 10, 2020 Page 3 of 12 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. 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 Agreement for Professional Services AG-C-527 ENG-181, Revised 10/20 November 10, 2020 Page 4 of 12 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 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: Agreement for Professional Services AG-C-527 ENG-181, Revised 10/20 November 10, 2020 Page 5 of 12 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- 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. Agreement for Professional Services AG-C-527 ENG-181, Revised 10/20 November 10, 2020 Page 6 of 12 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. 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 Agreement for Professional Services AG-C-527 ENG-181, Revised 10/20 November 10, 2020 Page 7 of 12 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 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. Agreement for Professional Services AG-C-527 ENG-181, Revised 10/20 November 10, 2020 Page 8 of 12 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, falsification or destruction of records, making false statements, or receiving stolen property; Agreement for Professional Services AG-C-527 ENG-181, Revised 10/20 November 10, 2020 Page 9 of 12 (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 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 AG-C-527 ENG-181, Revised 10/20 November 10, 2020 Page 10 of 12 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 Jan Ciganick 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 KPG, P.S. Attn: Seth Wickstrom, PE Attn: Jan Ciganik, PE, PTOE 25 W Main Street 2502 Jefferson Avenue Auburn WA 98001 Tacoma, WA 98402 Phone: 253-804-5034 Phone: 253-627-0720 E-mail: swickstrom@auburnwa.gov E-mail: jan@kpg.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-527 ENG-181, Revised 10/20 November 10, 2020 Page 11 of 12 CITY OF AUBURN NancIfe4ttkj'yayor Date I 211) APPROVED AS TO FORM: Kendra Comeau, City Attorney KPG, P.S. 1^-'/L BY: Title: Project Manager Federal Tax ID # 91-1477622 Agreement for Professional Services AG-C-527 ENG-181, Revised 10/20 November 10, 2020 Page 12 of 12 EXHIBIT A TASK ASSIGNMENTti" §[ ' 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 3 EXHIBIT B KPG, PS Summary of Negotiated Costs Effective January 1,2020 through December 31,2021 Office Est Direct Overhead Fee @ 30%of 2020 Estimated Salary Range Salary @1.5456 DL 2020 Inclusive Rate 1.5456 30% Classification Low Hi Costs(DSC) Of DSC of DSC (Rounded to$1) Principal 87 90 88.45 136.71 26.54 252 Engineering Manager 78 81 79.55 122.95 23.86 226 Senior Engineer 64 67 65.67 101.50 19.70 187 Sr. Project Engineer 57 59 57.69 89.17 17.31 164 Project Engineer 48 50 49.29 76.18 14.79 140 Design Engineer 40 42 40.87 63.17 12.26 116 Engineering Technician 33 34 33.65 52.01 10.10 96 Technician 32 33 32.31 49.94 9.69 92 Engineering Assistant 28 30 29.06 44.92 8.72 83 Survey Manager 78 81 79.55 122.95 23.86 226 Survey Crew II (W/Equip) 75 79 77.00 119.01 23.10 219 Survey Crew I (W/Equip) 59 61 60.00 92.74 18.00 171 Project Surveyor 49 51 49.98 77.25 14.99 142 Senior Field Surveyor 41 42 41.47 64.10 12.44 118 Field Surveyor 37 38 37.53 58.01 11.26 107 Senior Survey Technician 40 42 41.27 63.79 12.38 117 Survey Technician 33 34 33.82 52.27 10.15 96 Survey Assistant 26 28 27.00 41.73 8.10 77 Project Landscape Architect 45 47 45.67 70.59 13.70 130 Landscape Technician 32 33 32.19 49.75 9.66 92 Senior Transportation Planner 53 55 53.85 83.23 16.16 153 Transportation Planner 34 36 35.13 54.30 10.54 100 Senior Construction Manager 74 77 75.76 117.09 22.73 216 Construction Manager 59 62 60.58 93.63 18.17 172 Senior Resident Engineer 49 51 50.00 77.28 15.00 142 Resident Engineer 43 45 43.82 67.73 13.15 125 Assistant Resident Engineer 44 46 44.92 69.43 13.48 128 Senior Construction Observer 49 51 50.00 77.28 15.00 142 Construction Observer II 39 41 39.90 61.67 11.97 114 Construction Observer I 31 33 32.00 49.46 9.60 91 Construction Technician 28 30 29.06 44.92 8.72 83 Document Control Specialist 39 40 39.43 60.94 11.83 112 Document Control Admin 26 27 26.66 41.21 8.00 76 Construction Assistant 24 24 24.00 37.09 7.20 68 CAD Manager 56 58 57.11 88.27 17.13 163 Senior CAD Technician 42 44 43.22 66.80 12.97 123 CAD Technician 36 37 36.28 56.07 10.88 103 Business Manager 55 57 56.27 86.97 16.88 160 Senior Admin 36 37 36.25 56.03 10.88 103 Office Admin 30 32 31.00 47.91 9.30 88 Office Assistant 25 27 26.00 40.19 7.80 74 Subs billed at cost plus 5%. Reimbursables billed at actual costs. Mileage billed at the current approved IRS mileage rate. 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 CONTRACT BREAKDOWN Amount Total % % Amount Task Authorized Prior This Invoiced To Expended Completed Remaining 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. Agreement No. AG-C-xxx Page 3 of 3