HomeMy WebLinkAboutSpringwood Associates Inc/Sono Hashisaki
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OR/GINAL
AGREEMENT FOR PROFESSIONAL SERVICES
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 Springwood
Associates Inc., Sono Hashisaki, President, whose address is 3644 Albion Place North., Seattle,
Washington 98103, hereinafter referred to as "CONSULTANT".
In consideration of the covenants and conditions of this Agreement, the parties hereby agree
as follows:
1. SCOPE OF WORK.
See Exhibit A, attached, and by this reference made a part of this
Agreement.
2. TERM.
The CONSULTANT shall not begin any work under this Agreement until
authorized in writing by the CITY. All work under this Agreement shall be completed
by December 31, 2005.
The established completion time shall not be extended by the CITY in the
event of a delay attributable to the CONSULTANT, but may be extended by the CITY
in the event of a delay attributable to the CITY, or because of unavoidable delays
caused by an act of God or governmental actions or other conditions beyond the
control of the CONSULTANT. A prior supplemental Agreement issued by the CITY is
required to extend the established completion time.
3. COMPENSATION
The CONSULTANT shall be paid by the CITY for direct non-salalry cost, per
attached Exhibit Bf at the actual cost to the CONSULTANT includes 7%. Exhibit B is
Agreement for Professional Services
Springwood Associates Inc
September 2, 2005
Page 1 of 11
attached hereto and by reference made a part of this Agreement. These charges
may includef but are not limited to the following items: reproduction feesf
communication feesf and mileage. The billing for non-salary costf directly identifiable
with the projectf shall be submitted as an itemized listing of charges supported by
copies of the original bills, invoicesf expense accounts and miscellaneous supporting
data retained by the CONSULTANT. Copies of the original suPportin9 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
Workf and not included in the compensation listed in this Agreementf a contract
modification shall be negotiated and approved by the CITY prior to any effort being
expended on such services or work shall be authorized in writing under the
Management Reserve Fund as detailed in Section 4.
4. MANAGEMENT RESERVE FUND.
The CITY may establish a Management Reserve Fund to provide flexibility of
authorizing additional funds to the Agreement for allowable unforeseen costsf or
reimbursing the CONSULTANT for additional work beyond that already defined in this
Agreement. Such authorization(s) shall be in writingf prior to the CONSULTANT
expending any effort on such servicesf and shall not exceed $20fOOO.OD. This fund
may be replenished in a subsequent supplemental agreement. Any changes
requiring additional costs in excess of the Management Reserve Fund shall be
negotiated and approved by the CITY prior to any effort being expended on such
services.
Agreement for Professional Services
Springwood Associates Inc
September 2, 2005
Page 2 of 11
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5. RESPONSIBIUTY OF CONSULTANT
The CONSULTANT shall be responsible for the professional quality, technical
accuraCYf timely completion and the coordination of all studiesf analysisf designsf
drawingsf specificationsf reportsf and other services performed by thl~ CONSULTANT
under this Agreement. The CONSULTANT shall, without additional cClmpensationf
correct or revise any errorsf omissionsf or other deficiencies in its plansf designsf
drawingsf specificationsf reportsf and other services required The CONSULTANT
shall perform its services to conform to generally accepted professional 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 hereinf neither the CITYfS reviewf approval
or acceptance off nor payment for any 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.
The CONSULTANT shall indemnify and hold the CITY and its olFficers and
employees harmless from and shall process and defend at its own expense all c1aimsf
demandsf 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 claimsf demands or suits based solely upon
the conduct of the CITYf their agentsf officers and employees and proviided 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 CITYf their agentsf officersf
Agreement for Professional Services
Spring wood Associates Inc
September 2, 2005
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and employees, this indemnity provision with respect to (1) claims or suits based
upon such negligencef (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.
7. 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.
8. INSURANCE
CONSULTANT shall procuref 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 fromf or in conjunction withf services provided
to the CITY by the CONSUL TANTf its agentsf employees or subcontrad:orsf under
this Agreement. The CONSULTANT agrees to provide commercial general liability
insurance and shall maintain liability limits of no less than One Million Dollars
($lfOOOfOOO) per occurrence and One Million Dollars ($lfOOOfOOO) general
aggregate. The CONSULTANT shall also provide and maintain professional liability
coverage in the minimum liability limits of One Million Dollars ($lfOOOfOOO) per claim
and Two Million Dollars ($2fOOOfOOO) aggregate.
Agreement for Professional Services
Springwood Associates Inc
September 2, 2005
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The general liability coverage shall also provide that the CITYf its officers, employees
and agents are to be covered as additional insured as respects: liability arising out
of the services or responsibilities performed by and under obligation of the
CONSULTANT under the terms of this Agreementf by the CONSUL TANTf its
employeesf agents and subcontractors.
Both the general liability and professional liability coverage shall provide that
the CONSUL TANTfS insurance coverage shall be primary insurance as respects the
CITYf its officialsf employees and agents. Any insurance or self insurclnce maintained
by the CITYf its officialsf employees or agents shall be excess to the CONSUL TANTfS
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
suspendedf voidedf or cancelled 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
completef certified copies of all required insurance policies be submitted to the CITY
at any time. The CITY will pay no progress payments under Section 3 until the
CONSULTANT has fully complied with this section.
9. NONDISCRIMINATION
The CONSULTANT may not discriminate regarding any services or activities
to which this Agreement may apply directlYf or through contractualf hiring or other
arrangements on the grounds of racef colorf creedf religionf national originf sexf age,
or where there is the presence of any sensoryf mentalf or physical handicap.
Agreement for Professional Services
Springwood Associates Inc
September 2, 2005
Page 5 of 11
10. OWNERSHIP OF RECORDS AND DOCUMENTS.
The CONSULTANT agrees that any and all drawingsf computer discsf
documentsf recordsf books, specificationsf reportsf estimatesf summaries and such
other information and materials as the CONSULTANT may have accurnulatedf
preparedf or obtained as part of providing services under the terms of this
Agreement by the CONSULTANTf shall belong to and shall remain the property of the
CITY OF AUBURN. In additionf 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 CITYf at the CITY'S requestf the originals of all drawingsf documents,
and items specified in this Section and information compiled in providing services to
the CITY under the terms of this Agreement.
11. CERTIFICATION REGARDING DEBARMENT. SUSPENSION. AN[>> OTHER
RESPONSIBIUTY MATTERS - PRIMARY COVERED TRANSACTIONS.
The prospective primary participant certifies to the best of its knowledge and
belieff that it and its principals:
(a) Are not presently debarredf suspendedf proposed for debarmentf
declared ineligible or voluntarily excluded from cove real transactions
by any federal department or agency;
(b) Have notf within a three-year period preceding this proposalf been
convicted of or had a civil judgment rendered against tllem for
Agreement for Professional Services
Springwood Associates Inc
September 2, 2005
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commission or fraud or a criminal offense in connection with
obtainingf attempting to obtainf or performing a public (federalf
statef or local) transaction or contract under a public transaction
violation of federal or state antitrust statues or commission of
embezzlementf theftf forgeryf briberyf falsification or destruction of
recordsf making false statementsf or receiving stolen property;
(c) Are not presently indicted forf or otherwise criminally or civilly
charged bYf a governmental entity (federalf statef or Ilocal) with
commission of any of the offenses enumerated in paragraph "9b)" of
this certification; and
(d) Have not within a three-year period preceding this
application/proposal had one or more public transactions (federalf
state or local) terminated for cause or default.
Where the prospective primary participant is unable to certify Ito any of the
statements in this certificationf such prospective participant shall attaclh an
explanation to this proposal
12. TERMINATION OF AGREEMENT.
This Agreement may be terminated by either party upon twenty (20) days
written notice to the other partyf and based upon any cause. In the event of
termination due to the fault of other(s) than the CONSULTANTf the CONSULTANT
shall be paid by the CITY for services performed to the date of termination.
Upon receipt of a termination notice under he above paragraphf the
CONSULTANT shall (1) promptly continue all services affected as directed by the
written noticef and (2) deliver to the CITY all dataf drawingsf specificationsf reportsf
estimatesf summariesf and such other information and materials as the
Agreement for Professional Services
Springwood Associates Inc
September 2, 2005
Page 7 of 11
CONSULTANT may have accumulated, prepared or obtained in performing this
Agreementf whether completed or in process.
13. GENERAL PROVISIONS.
13.1 This Agreement shall be governed by the lawsf regulationsf and ordinances
of the City of Auburn, the State of Washingtonf King Countyf and where
applicablef Federal laws.
13.2 All c1aimsf disputes and other matters in question arising out off or relating
tOf this Agreement or the breach hereoff except with respect to claims which
have been waivedf will be decided by a court of competent jurisdiction in
King Countyf Washington. Pending final decision of a dispute hereunderf the
CONSULTANT and the CITY shall proceed diligently with the performance of
the services and obligations herein.
13.3 In the event that any dispute or conflict arises between the parties while this
Agreement is in effectf the CONSULTANT agrees thatf notwithstanding such
dispute or conflictf 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 themselvesf their partners,
successorsf assignsf 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 negotiatiol1sf
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
Springwood Associates Inc
September 2, 2005
Page 8 of 11
13.6 Should it become necessary to enforce any terms or obligations of this
Agreementf then all costs of enforcement including reasonabl,~ attorneys
fees and expenses and court costs shall be paid to the substantially
prevailing party.
13.7 The CONSULTANT agrees to comply with alllocalf 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 unenforceablef the remaining
provisions shall remain in force and effect.
13.9 This Agreement shall be administered by Sono Hashisakif on behalf of the
CONSULTANTf and by the Mayor of the CITYf or designee ( the Parks
Director)f on behalf of the CITY. Any written notices required by the terms
of this Agreement shall be served on or mailed to the followin9 addresses:
City of Auburn Springwood Associatesf Inc.
Attn: Dan Scamporlina Attn: Sono Hashisaki IPresident
910 9th ST S.E 3644 Albion PI. N.
Auburnf WA 98002 Seattlef WA 98103
253-931-3043 206-545-1117
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 deposited in
the United States mailf postage prepaid. Any such delivery shall be deemed
to have been duly given if mailed by certified mailf return receipt requested,
and addressed to the address for the party set forth in 13.9f or if to such
other person designated by a party to receive such notice. It is providedf
howeverf that mailing such notices or communications by certified mailf
return receipt requested is an optionf not a requirementf unless specifically
demanded or otherwise agreed.
Agreement for Professional Services
Springwood Associates Inc
September 2, 2005
Page 9 of 11
Any party may change hisf herf or its address by giving notice in
writingf stating hisf herf or its new addressf to any other party, all pursuant
to the procedure set forth in this section of the Agreement.
13.11 This Agreement may be executed in multiple counterpartsf each of which
shall be one and the same Agreement and shall become effedtive when one
or more counterparts have been assigned by each of the parties and
delivered to the other party.
Agreement for Professional Services
Springwood Associates Inc
September 2, 2005
Page 10 of 11
CONSULTANT
~D~'
Sono Hashisaki
Title: President
Federal Tax ID#:
CITY OF AUBURN
~
Date
ATTEST
fJtUdi{~
Daniene E. Daskamf City Clerk
Agreement for Professional Services
Springwood Associates Inc
September 2, 2005
Page 11 of 11
Exhibit A
ScoDe of Work
City of Auburn Parks &. Recreation Department
Fenster Property: Park Master Plan
and Public Involvement Scope of Services
September 2, 2005
Introduction
Flood plain restoration to improve salmon habitat is being undertaken throughout the lower Green River.
The Fenster Property, belonging to the City of Auburnf is protected by a levee managed by King County
that is currently proposed for floodplain restoration. City of Auburn Parks and Recreation Department
(Parks) has requested Springwood Associatesf Inc. (Springwood) to assist with development of a park
master plan for the areas adjacent to the proposed habitat restoration project. The City also desires a
public outreach effort to involve neighbors in the development of the park site.
The work is organized into the task areas described below.
Task 1. Project Management
This task area includes internal project coordination, project organization involving
development of a project work plan and schedule, file maintenancef and budget control
by Springwood.
1.1 Project Organization
Springwood to attend a start-up meeting with Parks to clarify and finaliZE! specific goals,
productsf and a project schedule. Develop a project work plan that details an approach
to accomplishing the tasks identified in the scope of services, and assign responsibilities
to Springwood staff.
Deliverables: 1. Project work plan
1.2 Project Administration
Review City of Auburn requirements for project administration such as documentation,
communicationsf billings, and changes to the scope of services. Maintain the project files
in an organizedf accessible manner for efficient project management.
Task 2.0 Site Analysis I Program Development
Springwood will conduct a site analysis involving review of background information
provided by the City. Springwood will also assist in the development of a design program
for the proposed park development.
2.1 Site Analysis
Background Information: Review background information including engineering
reportsf soils reportsf topographic informationf and base maps. Review City
restrictions and permit requirements related to the use and preservation of
wetlandsf wetland buffer zonesf and streams. Review existing trails and open
AuSpringwood Agreement Exhibit A 9-2-05.doc Page 1
City of Auburn Fenster Prop. MP Scope of Services
space plans, neighborhood plans, and other pertinent documents including City
Landscape Code requirements.
Site Visit: Springwood staff will conduct one site visit to complete site anlysis.
Opportunities and Constraints MaD: Develop a graphic showing potential access
pointsf trail connections, and opportunities and constraints necessary to develop
preliminary park design concepts.
Deliverables: 1. Opportunities and Constraints Map
2.2 Program Development
In coordination with Parks and neighborhood representatives develop a
preliminary design program for the park that is consistent with broader City goals
and responsive to local neighborhood needs.
Kina County Coordination: Confirm flood plain restoration goals and review
preliminary design. Coordinate with Parks and King County to ensure consistency
with park program goals and proposed flood plain enhancements.
Design proaram: Meet with Parks to identify program goals for the park site.
Based on Parks and local neighborhood input from the Neighborhood Project
Notification meetingf develop a park design program including specific goals and
objectives for trail and park elements.
Deliverables: 1. Design Program
Task 3.0 Park Master Plan
This task involves developing a park master plan.
3.1 Park Master Plan
Based on the site analysis and design programf develop up to two
alternative Park Master Plans and synthesize one Final Park Master Plan.
Draft Park Master Plans: Develop alternative master plan concepts for
Parks use and review.
Final Park Master Plans: Based on the comments received from Parks
and neighborhood meeting 2f synthesize and revise the alternative
master plan concepts into a Final Park Master Plan.
Deliverables: 1. Draft Park Master Plans (2)
2. Final Park Master Plan
3.2 Preliminary Cost Estimate
Based on the Final Park Master Planf develop a preliminary cost estimate.
Preliminarv Cost Estimate: Based on the Final Park Mastelr Plan, develop
a preliminary cost estimate.
Deliverables: 1. Preliminary Cost Estimate
Task 4. Public Involvement Coordination
Springwood will attend the initial neighborhood project notification meetin~J. Springwood
and Parks will conduct a second neighborhood meeting to review and take comments on
the draft park master plan alternatives.
K:jDanjParksjParksjFensterjContractsjSpringwood Agreement Exhibit A Page
City of Auburn Fenster Prop. MP Scope of Services
4.1 Neighborhood Project Notification Meeting
Conduct a public meeting to notify the local neighborhood of the proposed
project and to receive questions and comments. Presentation of the site analysis
and preliminary design program goals will be included. Response to comments is
included in this task.
4.2 Neighborhood Draft Master Plan Review Meeting
Attend a neighborhood meeting of the proposed project to present an receive
comments on the draft Park Master Plan alternatives. Comments from this
meeting will be used to develop the Final Park Master Plan.
4.3 Coordination
Provide coordination to plan and prepare for the neighborhood meetings. One
additional meeting is included in the budget for this task.
K:/Dan/Parks/Parks/Fenster/Contraets/Springwood Agreement Exhibit A Pag~
City of Auburn Parks and Recreation Department
Fenster Property Park Master Plan Cost Estimate
Springwood Associates, Inc.
Exhibit B
Hours Cost
:':~:Rr9.j!I;M'Qig!m!gt::::::;:::::m::;:::::::::::::::
Project Organization 7 $800
Project Administration 4 $350
11 $1,150
:g:::~:~:IP.~I.Y.J~~mR9.rm:]I@Y~'9Pm!pt:
Site Analysis 17 $1,575
Program Development 8 $880
25 $2,455
.......................................................... ..... .......
.a...tr.lfM..l...Pli........ ....
t.Ar.::lt:.:L.:.@I:~Vt.::.:..!l:)\/:::::)::i:::::::<.
Draft Park Master Plan 15 $1,320
Final Park Master Plan 7 $680
Preliminary Cost Estimate 7 $692
29 $2,692
:!~:Rijtmi:!9V9J.Y~m!Qt:;::::::::::::::::::H::::::::::
Neighborhood Notification Meeting 14 $1,520
Neighborhood Draft Master Plan Rvw 8 $960
Coordination 10 $1, 120
32 $3,600
Estimated Contract Amount: $9,897
Est. 7% Direct Non-Salary Costs: $693
Estimated Total Contract Amount: $10,590
K:/Parks/Parks/Fenster/ContractlExhibit B 9-2-05 SBptember 2, 2005