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HomeMy WebLinkAboutWinslow Partnership AG-C-196 2004 AGREEMENT FOR TECHNICAL REVIEW PROFESSIONAL SERVICES AG-C-196 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, Winslow Partnership, a partnership whose address is 8415 129th Place SE, Newcastle, WA 98056-9105, 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, Provide scope of services for the Safeway Auburn Distribution Center project. The Distribution Center will include refrigeration systems and battery charging facilities for industrial trucks. Refrigeration systems and lead-acid batteries require the storage and use of hazardous materials. The CITY has requested that Safeway provide a third party to make determinations regarding the Uniform Code compliance of the refrigeration and battery charging facilities. The determinations made by the third party shall be considered technical opinions as specified in Uniform Building Code Section 307.1.6 and Uniform Fire Code Section 101.1.1. The CONSULTANT will provide the third party technical consulting as requested by the CITY. The following tasks may be performed by the CONSULTANT, as requested by the CITY: . Provide consultation to the CITY and the design team as requested. . Review plans and specifications for hazardous materials issues regulated by the UBC, UFC and UMC. . Review the Hazardous Materials Inventory Statement and the Hazardous Materials Management Plan. --------------------------------------------- Agreement for Professional Services AG.C-196 December 31, 2003 Page 1 of 11 - -------------,_..._-~-- ------.--......-- , --...--- . Provide written comments on all documents reviewed. The comments will be in the form of an Excel spreadsheet listing the document, the date, the comment, the code citation, and the status of the item, either open, complete, or field verify. . Attend meetings if requested by the CITY. . Inspect the facility during construction. . Witness testing of hazardous materials life safety systems. 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. Compensation will be on a time and material basis, not to exceed $24,900.00. Costs will be based on the following rates: William Winslow CIH, ICBO/IFCI Certified UMC and UFC at a rate of $100.00 per hour, and Jeanette Winslow, EIT, Quality Control at a rate of $60.00 per hour. The CONSULTANT shall be paid by the CITY for direct non-salary cost, per attached Exhibit A, at the actual cost to the CONSULTANT plus 10%. Exhibit A 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 --------------------------------------------- Agreement for Professional Services AG.C-196 December 31, 2003 Page 2 of 11 ----- ------- ---_._.__..--------.,.....,._....-._~----- fees, and mileage. 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, 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 plan review standards as depicted in the UBC, UMC & UFC, 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, --------------------------------------------- Agreement for Professional Services AG-C-196 December 31,2003 Page 3 of 11 ------------------.'-- .----.....,.....,.--....'----..----- " 5. INDEMNIFICA TION/HOLD HARMLESS. The CONSULTANT shall indemnify and hold the CITY and its officers and employees harmless from and shall process and defend at its own expense all claims, demands, or suits at law or equity arising in whole or in part from the CONSULTANT'S negligence or breach of any of its obligations under this Agreement; provided that nothing herein shall require the CONSULTANT to indemnify the CITY against and hold harmless the CITY from claims, demands or suits based solely upon the conduct of the CITY, their agents, officers and employees and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT'S agents or employees and (b) the CITY, their agents, officers and employees, this indemnity provision with respect to (1) claims or suits based upon such negligence, (2) the costs to the CITY of defending such claims and suits, etc. shall be valid and enforceable only to the extent of the CONSULTANT'S negligence or the negligence of the CONSULTANT'S agents or employees. The provisions of this section shall survive the expiration or termination of this Agreement. 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 --------------------------------------------- Agreement for Professional Services AG-C.196 December 31,2003 Page 4 of 11 --,~_.~_.__..._-_._-_._..- - .._---.-.-~--- 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, 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 prior 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 right to require that complete, certified copies of all required insurance policies be submitted to the CITY at any time. --------------------------------------------- Agreement for Professional Services AG-C-196 December 31, 2003 Page50f11 .----- ----- .-.-_._-..-~--". ---.------- 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. 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. --------------------------------------------- Agreement for Professional Services AG-C-196 December 31, 2003 Page 6 of II ---.--------- - ----- -- . --IT-.. .-------- 10. 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. 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. --------------------------------------------- Agreement for Professional Services AG-C-196 Oecember 31, 2003 Page 7 of 11 ~--~-------- -- - - -- ___------.-.-.__ '.__n.____ 11. 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. 12. GENERAL PROVISIONS. 12,1, 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, 12,2. 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, 12,3. 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. --------------------------------------------- Agreement for Professional Services AG-C-196 December 31, 2003 Page 8 of 11 ______...- _ m.. ._...._._______ ---------------------;T--- -.,-- 12.4. 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. 12,5. 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. 12.6, 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. 12,7. The CONSULTANT agrees to comply with all local, state and federal laws applicable to its performance as of the date of this Agreement. 12.8. If any provision of this Agreement is invalid or unenforceable, the remaining provisions shall remain in force and effect. 12.9, This Agreement shall be administered by William Winslow, 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 Winslow Partnership Attn: Jeff Weir Attn: William Winslow 25 W Main Street 8415 129th PI SE Auburn WA 98001 Newcastle WA 98056 Phone: 253,804,3121 Phone: 425,271.2622 Fax: 253,931.3053 Fax: 425.271,2429 E-mail: jweir@cLauburn,wa.us E-mail: will-winslow@attbLcom 12,10, 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 --------------------------------------------- Agreement for Professional Services AG-C-196 December 31, 2003 Page90f11 --- - __m__ _______________"_, "._._ _ _______ _________._.'.." ----Tr------- duly given if mailed by certified mail, return receipt requested, and addressed to the address for the party set forth in 12.9, 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. 12.11. 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-196 December 31, 2003 Page 10 of 11 - ____...__.__._..__...._.,....___ __ - ____....n..___.._ ._____ ~__..._ ,I .- CITYW." ~ , (:-- --:, Peter B Lewis, Mayor Date d~6y ATTEST: ~ /JJ/JA~~ Oanielle E. Daskam, City Clerk WINSLOW PARTNERSHIP By: VJ.jL.h~ II)~- Title: Owner / fbv4er / Federal Tax ID # File: H:\ConsultantslAgreements\2004IAGC 196 Agreement.doc --------------------------------------------- Agreement for Professional Services AG-G-196 December 31, 2003 Page 11 of 11 . . ~_._ _____n.. _ '_._'._..____.._ __ -------.--.....'-'.-- --rr-- EXHIBIT A DIRECT NON-SALARY REIMBURSABLE EXPENSES . Reproduction Fees . Communication Fees . Mileage at $0.375/mile or the current approved IRS rate, It is understood that all reimbursements are at cost and will be marked-up 10%. 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 plus a 10% markup to cover the CONSULTANT'S additional overhead expense associated with the Subcontract. Page 1 of 1 .^._._~------_.._---------_.._-- I .-.---- 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. - --- .-.-, '"-'-~------""---'---'-"---------,,----,--,-,----- ----..--'1.-----.------ 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 Hourlv Rate Amount Mike Jones, Principal in Charge 1 $125.00 $125.00 Carla Maker, Architect 5 $ 72.00 $144.00 Joe Smith, Word Processina 10 $ 48.00 $480.00 Consultant Personnel Sub Total: $749.00 Exoenses (see attached documentation) Charaes Multiolier Total Mileage ($0.345/mile): 20 miles x 1.1 $ 7.59 Communications: $30.00 xU $33.00 Printina: $29.00 xU $31.90 Consultant Expenses Sub Total: $72.49 Consultant Total: $821.49 SUB CONSULTANTS Subconsultant (see attached documentation) Hours Hourlv Rate Amount ABC ENVIRONMENTAL, INC., Civil Engineer 10 $100.00 $1,000.00 ELECTRICAL CONSULTING, Electrical Engineer 5 $100.00 $ 500.00 MECHANICAL SOLUTIONS, Mechanical Engineer 10 $100.00 $1,000.00 MRF* MOVING COMPANY. Movina Consultant 2 $100.00 $ 100_00 Subconsultant Sub Total: $2,600.00 x 1.1 Multiplier: $ 260.00 SubconsuffantTo~t $2,860.00 U'-"_h_"_______"_n_______u_"_n____n__'_h_n_n_u_.._n_n_..-"---_'-_h_n____"_.._n_n_"_U_n_.._n__'_"_n_"_"_h_n_"_-'_U_n_"_"_U_n_"_U_n__._.._n_n_ --u-u_._u_u__u_u__u_u__u_u_._.__u!.9.!~~u~~~u!I::lI~-'.~~QI~~u_____u__u__u_u__J~,~~~:~~_u___u__._u__ CONTRACT BREAKDOWN Amount Prior This Total Invoiced % % Amount Task Authorized Invoiced Invoice To Date Expended Completed Remaining Original c:;g!ltr/;l<::!_1??,g()g,()Ql\()?~,()()___g()()1.49 ____ ____$~,ZCJtl,<I~ ______ _____2()~_?!i'l'D_______$1~,?~~,~1. MRF* $2,500.00 $0.00 $1,000.00 $1,000.00 40% 45% $1,500.00 TOTAL $24,500.00 $1,025.00 $3,681.49 $4,706.49 $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. __ ____u___________ _ _ ________~______~-__-