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HomeMy WebLinkAboutContract e `�✓ CAG-14-102 STANDARD CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into on this r I S day of Jj* 2012 by and between the CITY OF RENTON,WASHINGTON,A MUNICIPAL CORPORATION HEREINAFTE CALLED THE "CITY", and the consulting firm Sound Resource Management Group, Inc. 2217 60`h Lane NW,Olympia,WA 98502 at which work will be available for inspection, hereinafter called the "CONSULTANT" or"THE FIRM". PROJECT NAME: Solid Waste Contract Cost Analysis and Rate Model Update WHEREAS, the City has not sufficient qualified employees to provide the services within a reasonable time and the City deems it advisable and is desirous of engaging the professional services and assistance of a qualified professional consulting firm to do the necessary planning work for the project, and WHEREAS,the Consultant has represented and by entering into this Agreement now represents,that the firm is in full compliance with the statutes of the State of Washington, has a current valid corporate certificate from the State of Washington or has a valid assumed name filing with the Secretary of State and that all personnel to be assigned to the work required under this Agreement are fully qualified to perform the work to which they will be assigned in a competent and professional manner,and that sufficient qualified personnel are on staff or readily available to Consultant to staff this agreement. WHEREAS,the Consultant has indicated that the firm desires to do the work set forth in the Agreement upon the terms and conditions set forth below. NOW THEREFORE, in consideration of the terms, conditions, covenants and performances contained herein below,the parties hereto agree as follows: Page I1 I SCOPE OF WORK The Consultant shall furnish the necessary equipment, materials,and professionally trained and experienced personnel to facilitate completion of the work described in Exhibit A, "Scope of Work,"which is attached hereto and incorporated into this agreement as though fully set forth herein. The Consultant hereby warrants that it has the necessary experience, qualified and trained personnel,equipment, and materials to complete the work detailed in Exhibit A, Scope of Work,Time Schedule of Completion &Cost Estimate. The Consultant shall perform all work described in this Agreement in accordance with the latest edition and amendments to local and state regulations,guidelines and policies. The Consultant agrees to use recycled materials whenever practicable. I I TIME OF BEGINNING AND COMPLETION The work detailed in the Scope of Work will be performed according to Exhibit A,attached hereto and incorporated herein as though fully set forth. It is agreed that all the Consultant's services shall be completed and all products shall be delivered by December 15,2014, notwithstanding delays due to factors that are beyond the control of the Consultant. If, after receiving Notice to Proceed,the Consultant is delayed in the performance of its services by factors that are beyond its control,the Consultant shall notify the City of the delay and shall prepare a revised estimate of the time and cost needed to complete the Project and submit the revision to the City for its approval. Time schedules are subject to mutual agreement for any revision unless specifically described as otherwise herein. III ADDITIONAL RESPONSIBILITIES The City shall endeavor to provide the Consultant, in a timely manner, with all necessary criteria and full information pertinent to the services to be rendered by the Consultant. Further,the City shall endeavor to make available to the Consultant all information, drawings, maps, and specifications in the City's possession which the City and the Consultant consider pertinent to the Consultant's Scope of Work. The Consultant agrees to perform the work specified in a timely manner and to complete the work in a form acceptable to the City within the specified budget and time authorized by this Contract notwithstanding delays due to factors that are beyond the control of the Consultant. Any extension in the authorized schedule, as shown in Exhibit A, shall be in writing from the City. Page 12 IV OWNERSHIP OF PRODUCTS AND DOCUMENTS TO BE FURNISHED BY THE CONSULTANT Documents, exhibits or other presentations for the work covered by this Agreement shall be furnished by the Consultant to the City upon completion of the various phases of the work prior to full payment for services under this contract. All such material, including working documents, notes, maps, drawings, photos, photographic negatives, etc. used in the work shall become and remain the property of the City and may be used by it without restriction. Any use of such documents by the City not directly related to the work pursuant to which the documents were prepared by the Consultant shall be without any liability whatsoever to the Consultant. All written documents and products shall be printed on recycled paper as practicable. Use of the chasing-arrow symbol identifying the recycled content of the paper shall be used whenever practicable. All documents will be printed on both sides of the recycled paper, as feasible. V PAYMENT The Consultant shall be paid by the City for completed work for services rendered under this Agreement as provided hereinafter as specified in Exhibit A. Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work. All billings for compensation for work performed under this agreement will list specific activities accomplished, actual time (in hours) and dates during which the work was performed and the compensation shall be figured using the rates specified in Exhibit A.. Payment for this work shall not exceed$18,100 without a written amendment to this contract, agreed to and signed by both parties. Progress payments may be claimed monthly for direct costs actually incurred to date as supported by detailed statements,for overhead costs and for a proportionate amount of the net fee payable to the Consultant based on the estimated percentage of the completion of the services to date. Final payment of any balance due the Consultant of the gross amount will be made promptly upon its verification by the City after completion and acceptance by the City of the work under this Agreement. Acceptance, by the Consultant of final payment shall constitute full and final satisfaction of all amounts due or claimed to be due. Payment for extra work performed under this Agreement shall be paid as agreed to by the parties hereto in writing at the time extra work is authorized. (Section VII, "EXTRA WORK"). A short narrative progress report shall accompany each voucher for progress payment. The report shall include discussion of any problems and potential causes for delay. Page 13 To provide a means of verifying the invoiced salary costs for consultant employees,the City may conduct employee interviews. Acceptance of final payment by the Consultant shall constitute a release of all claims of any nature, related to the specific billings, which the Consultant may have against the City unless such claims are specifically reserved in writing and transmitted to the City by the Consultant prior to Consultant's acceptance of said final payment. Said final payment shall not, however, limit any claims that the City may have against the Consultant or restrict any remedies the City may pursue with respect to such claims. The Consultant, and its subconsultants, shall keep available for inspection, by the City,for a period of three years after final payment,the cost records and accounts pertaining to this Agreement and all items related to, or bearing upon,these records. If any litigation, claim or audit is started before the expiration of the three-year retention period,the records shall be retained until all litigation,claims or audit findings involving the records have been resolved. The three-year retention period starts when the Consultant receives final payment. VI CHANGES IN WORK The Consultant shall make all such revisions and changes in the completed work of this Agreement as are necessary to correct errors appearing therein,when required to do so by the City,without additional compensation. Should the City find it desirable,for its own purposes,to have previously satisfactorily-completed work or parts thereof revised,the Consultant shall make such revisions, if requested and as directed by the City in writing. This work shall be considered as extra work and will be paid for as provided in Section V, Payment. VII EXTRA WORK The City may desire to have the Consultant perform work or render services in addition to or other than work provided for by the expressed intent of the Scope of Work as presented in Exhibit A. Such work will be considered as Extra Work and will be specified in a written supplement which will set forth the nature and scope thereof. Work under a supplement shall not proceed until authorized in writing by the City. Any dispute as to whether work is Extra Work or work already covered under Exhibit A shall be resolved before the work is undertaken. Performance of the work by the Consultant prior to resolution of any such dispute shall waive any claim by the Consultant for compensation as Extra Work. Page 14 VIII EMPLOYMENT The Consultant warrants that it has not employed or retained any company or person,other than a bona fide employee working solely for the Consultant,to solicit or secure this contract and that the firm has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the Consultant, any fee, commission, percentage, brokerage fee,gifts or any other consideration,contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty, the City shall have the right to annul this Agreement without liability or in its discretion to deduct from the Agreement price or consideration or otherwise recover the full amount of such fee,commission, percentage, brokerage fee, gift or contingent fee. Any and all employees of the Consultant, while engaged in the performance of any work or services required by the Consultant under this Agreement, shall be considered employees of the Consultant only and not of the City and any and all claims that may or might arise under the Workman's Compensation Act on behalf of said employees,while so engaged and any and all claims made by a third party as a consequence of any negligent act or omission on the part of the Consultant's employees,while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the Consultant. The Consultant shall not engage, on a full or part-time basis, or other basis,during the period of the contract, any professional or technical personnel who are, or have been at any time during the period of this contract, in the employ of the City except regularly retired employees, without written consent.of the City. If during the time period of this agreement,the Consultant finds it necessary to increase its professional, technical, or clerical staff as a result of this work, the consultant will actively solicit minorities through their advertisement and interview process. Page 15 IX NONDISCRIMINATION The Consultant agrees not to discriminate against any client, employee or applicant for employment or for services because of race, creed, color, national origin, marital status,sexual orientation, sex,age or the presence of any sensory, mental or physical handicap except for a bona fide occupational qualification with regard to, but not limited to the following: employment upgrading;demotion or transfer; recruitment or any recruitment advertising; layoff or termination's; rates of pay or other forms of compensation; selection for training; rendition of services. The Consultant understands and agrees that if it violates this Non-Discrimination provision,this Agreement may be terminated by the City and further that the Consultant shall be barred from performing any services for the City now or in the future, unless a showing is made satisfactory to the City that discriminatory practices have terminated and that recurrence of such action is unlikely. X TERMINATION OF AGREEMENT A. The City reserves the right to terminate this Agreement at any time upon not less than ten (10) days written notice to the Consultant subject to the City's obligation to pay Consultant in accordance with subparagraphs C and D below. B. In the event of the death of a member, partner or officer of the Consultant, or any of its supervisory personnel assigned to the project,the surviving members of the Consultant hereby agree to complete the work under the terms of this agreement, if requested to do so by the City. This section shall not be a bar to renegotiations of this Agreement between surviving members of the Consultant and the City, if the City so chooses. In the event of the death of any of the parties listed in the previous paragraph, should the surviving members of the Consultant,with the City's concurrence, desire to terminate this Agreement, payment shall be made as set forth in Subsection C of this section. C. In the event this Agreement is terminated by the City other than for fault on the part of the Consultant, a final payment shall be made to the Consultant for actual cost for the work complete at the time of termination of the Agreement. No payment shall be made for any work completed after ten (10) days following receipt by the Consultant of the Notice to Terminate. D. In the event the services of the Consultant are terminated by the City for fault on the part of the Consultant,the above stated formula for payment shall not apply. In such an event the amount to be paid shall be determined by the City with consideration given to the actual costs incurred by the Consultant in performing the work to the date of termination,the amount of work originally required Page 16 which was satisfactorily completed to date of termination,whether that work is in a form or of a type which is usable to the City at the time of termination,the cost to the City of employing another firm to complete the work required and the time which may be required to do so, and other factors which affect the value to the City of the work performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount which would have been made if the formula set forth in subsection C above had been applied. E. Payment for any part of the work by the City shall not constitute a waiver by the City of any remedies of any type it may have against the Consultant for any breach of this Agreement by the Consultant, or for failure of the Consultant to perform work required of it by the City. Forbearance of any rights under the Agreement will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the Consultant. F. In the event this Agreement is terminated prior to completion of the work,the original copies of all plans, reports and documents prepared by the Consultant prior to termination shall become the property of the City for its use without restriction. Such unrestricted use not occurring as a part of this project, shall be without liability or legal exposure to the Consultant. XI DISPUTES Any dispute concerning questions of facts in connection with work not disposed of by Agreement between the Consultant and the City shall be referred for determination to the Administrator of Public Works or his/her successors and delegates, whose decision in the matter shall be final and conclusive on the parties to this Agreement. In the event that either party institutes legal action or proceedings to enforce any of its rights in this Agreement, both parties agree that any such action shall be brought in the Superior Court of the State of Washington, situated in King County. Page 17 XII LEGAL RELATIONS The Consultant shall comply with all Federal Government, State and local laws and ordinances applicable to the work to be done under this Agreement. This contract shall be interpreted and construed in accordance with the . laws of Washington. The Consultant agrees to indemnify, defend 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 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 upon the conduct of the City, its officers or 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, its agents, officers and employees, this provision with respect to claims or suits based upon such concurrent negligence shall be valid and enforceable only to the extent of the Consultant's negligence or the negligence of the Consultant's agents or employees except as limited below. INSURANCE The Consultant shall secure and maintain in force throughout the duration of this contract the following insurance policies, and shall not cancel or suspend the insurance policies identified below, except after twenty (20) calendar days prior written notice by certified-mail to the City of Renton: i. Automobile Liability Insurance: With a minimum combined single limit for bodily injury and property damage of$1,000,000 for each accident. This is required of all Consultant and professional service providers where a vehicle will be used on the contract. The City may request a copy of Consultant's driving record abstract. ii. Commercial General Liability Insurance: With the minimum amounts of $1,000,000 for each occurrence/$2,000,000 aggregate throughout the duration of this Agreement. iii. Professional Liability Insurance: With the minimum amount of$1,000,000 for each occurrence, shall also be secured for any professional services being provided to Renton that are excluded in the commercial general liability insurance. iv. Workers' Compensation: As required by the Industrial Insurance laws of the State of Washington, shall also be secured. V. Renton as an Additional-Insured: Primary insurance with coverage for the City of Renton. It is agreed that on Consultant's commercial general liability policy, the City of Renton will be named as an Additional-Insured on a non-contributory primary basis. vi. Verification of Coverage: Subject to the Renton's review and acceptance, a certificate of insurance showing the proper endorsements, shall be delivered to Renton before executing the work of this Agreement. Page 18 a. Renton's Insurance: The City of Renton's insurance, self-insurance, or insurance pool coverage shall only cover the City of Renton and not contribute to the Consultant's coverage. b. Review of Policy: Upon request, the Consultant shall give Renton a full copy of the insurance policy for its records and for the Renton City Attorney's or Risk Manager's review. The polity may be reviewed and the value reassessed annually. c. Termination: Notwithstanding any other provision of this Agreement, the failure of Consultant to comply with the above provisions of this section shall subject this Agreement to immediate termination without notice to any person in order to protect the public interest. The Consultant shall verify, when submitting first payment invoice and annually thereafter, possession of a current City of Renton business license while conducting work for the City. The Consultant shall require, and provide verification upon request, that all subconsultants participating in a City project possess a current City of Renton business license. The Consultant shall provide, and obtain City approval of, a traffic control plan prior to conducting work in City right-of-way. The Consultant's relation to the City shall be at all times as an independent contractor. XIII SUBLETTING OR ASSIGNING OF CONTRACTS The consultant shall not sublet or assign any of the work covered by this Agreement without the express written consent of the City. XIV COMPLETE AGREEMENT This document and referenced attachments contain all covenants,stipulations and provisions agreed upon by the parties. No agent, or representative of either party has authority to make, and the parties shal(not be bound by or be liable for, any statement, representation, promise, or agreement not set forth herein, No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as an amendment to this Agreement. Page 19 ti XV EXECUTION AND ACCEPTANCE This Agreement may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect. The Consultant does hereby ratify and adopt all statements, representations, warranties, covenants, and agreements contained in the Request for Qualifications,and the supporting material submitted by the Consultant,and does hereby accept the Agreement and agrees to all of the terms and conditions thereof. The invalidity or unenforceability of any provision in this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the day and year first above written. CONSULTANT CITY OF RENTON mAw1yvWAi —7 Sign6 u e Signature to Gregg Zimme man,Administrator Jeff Morris Principal Public Works Approved as to Legal Form: BY: Lawrence J.Warren, City Attorney Page 10 r 1' Exhibit A: Scope of Work, Time Schedule of Completion & Cost Estimate Task 1 —Analysis of Billing Service levels and Customer Counts Based on available data,analyze billing service levels, customer counts and disposal tonnages and use to update customer service level counts and disposal quantity projections in rate model. Budget:J Morris 20 hours @ $135 $ 2,700 Schedule: June - November 2014 Task 2—Rate Model Modifications, Scenarios and User Consultations Provide needed modifications, extensions and updates to rate model to continue to accommodate 5-year planning; provide application of model for various rate structure, customer count and disposal quantity scenarios; reconcile rate model revenues and expenditures with City financial records as requested by City staff; and provide consultations on rate model use as requested by City staff. Budget:J Morris hours 60 hours @ $135 $ 8,100 Schedule: June - November 2014 Task 3—Meetings and Consultations with City Staff,Administration and Council Assist with preparation for meetings with City staff, administration and/or council to provide input on 2015-2016 rates and rate approval process. Budget:J Morris 20 hours @ $135 $ 2,700 Schedule: June - November 2014 Task 5—Contingency Provide other assistance as needed in process for setting 2015-2016 rates. Budget: J Morris 30 hours @ $135 $ 4,050 Schedule: June - November 2014 Travel Budget 500 Total Budget $18,050