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HomeMy WebLinkAboutAgreement for Services with Raedeke Associates, Inc.Third Party Review for Prologis ProjectCITY OF_ , WASHINGTON Agreement for Services This Agreement is made effective as of /6�56 day of February, 2019, by and between RAEDEKE ASSOCIATES, INC. ("RAEDEKE") and the CITY OF AUBURN ("CITY"). The parties agree as follows: 1. DESCRIPTION OF SERVICES. RAEDEKE agrees to provide the consulting services set forth in the Scope of Work attached hereto at Exhibit A, by this reference made a part hereof, or the purpose of conducting professional services for the analysis and application of the guidelines and standards of the King County Wetland Fee In Lieu of Program (Mitigation Reserves Program (MRP)) to the adopted City of Auburn wetlands standards and regulations contained in the City's Critical Area Code (ACC 16.10). The Scope of Services consists of an evaluation of the application of the MRP to a specific development proposal presented to the CITY for permitting. 2. PAYMENT. For services delivered under the Scope of Work, the CITY agrees to pay RAEDEKE a total not to exceed fee of $5,300.00 pursuant to the project budget (Exhibit A — Scope of Work) inclusive of expenses. Notwithstanding its rate and payment provisions contained in its proposal for services, RAEDEKE understands and agrees that payments must go through City Council authorization at a regularly scheduled Council meeting and as such, payment shall only occur after this authorization has been received. 3. EXPENSE REIMBURSEMENT. RAEDEKE shall pay all "out-of-pocket" expenses, and shall not be entitled to reimbursement from the CITY except for specific services, items or activities listed in the Scope of Services as reimbursable goods or services. 4. TERM/TERMINATION. A. This Agreement is effective upon both parties' signatures, and expires at 11:59 p.m. on Friday, February 1, 2020 or upon completion of RAEDEKE services, whichever is earlier, unless extended by mutual agreement prior to the completion of all services. B. Either party may terminate the Agreement by notifying the other party in writing within seven (7) days of the intent to terminate. If this Agreement is terminated, CITY shall pay RAEDEKE for all work performed as of the date of termination. 5. RELATIONSHIP OF PARTIES. RAEDEKE is an independent contractor with respect to the City of Auburn, and not an employee of the CITY. The CITY will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of RAEDEKE. 6. EMPLOYEES. The provisions of this Agreement shall also bind RAEDEKE employees who perform services for the CITY under this Agreement. 7. INDEMNIFICATION / HOLD HARMLESS. RAEDEKE shall defend, indemnify and hold the CITY, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the negligent acts, errors or omissions of RAEDEKE in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. The CITY shall defend, indemnify and hold RAEDEKE, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the negligent acts, errors or omissions of the CITY in performance of this Agreement, except for injuries and damages caused by the sole negligence of RAEDEKE. In the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of RAEDEKE and the City, its officers, officials, employees, and volunteers, (collectively the "Parties") the Parties' liability hereunder shall be only to the extent of each Party's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Parties waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the Page 1 of 3 AUBURN t, MORE THAN YOU IMAGINED purposes of this indemnification. This waiver has been mutually negotiated by the Parties. The provisions of this section shall survive the expiration or termination of this Agreement. S. INSURANCE. RAEDEKE shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by RAEDEKE, its agents, representatives, or employees. A. Minimum Scope of Insurance: RAEDEKE shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non -owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors and personal injury and advertising injury. The CITY shall be named as an additional insured under RAEDEKE's Commercial General Liability insurance policy with respect to the work performed for the CITY under this Agreement. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 4. Professional Liability insurance appropriate to RAEDEKE's profession. B. Minimum Amounts of Insurance: RAEDEKE shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 3. Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. C. Other Insurance Provisions: The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. RAEDEKE' S insurance coverage shall be primary insurance as respect to the CITY. Any insurance, self-insurance, or insurance pool coverage maintained by the CITY shall be excess of RAEDEKE'S insurance and shall not contribute with it. 2. RAEDEKE's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the CITY. D. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. E. Verification of Coverage: RAEDEKE shall furnish CITY with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of RAEDEKE before commencement of the work. 9. ASSIGNMENT. RAEDEKE's obligations under this Agreement may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of the CITY. Page 2 of 3 10. NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid, addressed as follows: IF to RAEDEKE: Raedeke Associates, Inc. Will Hohman, PWS, Wetland Ecologist 2111 N. Northgate Way, Suite 219 Seattle, WA 98133 IF to the CITY: Director of Community Development City of Auburn 25 W. Main Street Auburn, WA 98001 Such address may be changed from time to time by either party by providing written notice to the other in the manner set forth above. 11. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties. 12. AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties. 13. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. 14. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement. 15. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Washington. Venue for any court action shall be in King County, Washington. The undersigned have read the above statements, understand them and agree to abide by their terms. CITY OF AUBURN RAEDEKE ASSOCIATES, INC. Signed: Date: 2 (S ( � Address: 2111 N. Northgate Way, Suite 219 Seattle, WA 98133 Phone: 206-525-8122 Page 3 of 3 Signed:.._. l,. Date: Address: 25 West Main Street Auburn, WA 98001 Phone: 253-326-0077 RAEDEKE ASSOCIATES, INC. Signed: Date: 2 (S ( � Address: 2111 N. Northgate Way, Suite 219 Seattle, WA 98133 Phone: 206-525-8122 Page 3 of 3 Exhibit A - Scope of Work RAEDEKE ASSOCIATES, INC. 2111 N. NORTHGATE WAY, STE. 219 SEATTLE, WASHINGTON 98133 (206) 525-8122 FAx: (206) 526-2880 Scope of Services For Professional Services Agreement This document shall serve as an Agreement for Professional Services between Raedeke Associates, Inc. and City of Auburn for the project known as: Prologis Hunt — ILF Use Plan Third Party Review City of Auburn, Washington R.A.I. Project #2016-042-201 PROJECT LOCATION The Prologis Hunt Project property is located at 28511 & 28427 West Valley Highwater North in Auburn, Washington. The project site is approximately 8.82 acres in size situated in SE Quarter of Section 35, Township 22 North, Range 4 East, W.M. consisting of King County Tax Parcel Numbers 3522049021 and 3522049049. This location is based on the documented provided by Mr. Thaniel Gouk on January 22, 2019. PROJECT SUMMARY This Agreement authorizes Raedeke Associates, Inc. to provide third -party review of a proposal by Soundview Consultants LLC dated January 3, 2019 prepared for Mr. Justin Kirk of Prologis to purchase wetland mitigation credits from the King County Mitigation Reserves Program (KC MRP). The purpose of our review will be to determine whether the proposed ILF Use Plan, proposed to fulfill compensatory mitigation requirements per the City of Auburn code, meets the City's mitigation code requirements. We would prepare a report presenting the results of our review. SERVICES TO BE PROVIDED • Project Initiation and Background Review: this task includes initial coordination and scoping with the City of Auburn and review of background information on the site and project mobilization. • Documents Review: this task includes up to 4 staff -hours to review mitigation proposal documents provided by the City of Auburn on January 22, 2019. • Document Analysis: this task includes up to 4 staff -hours for review and verification of mitigation credit/debit analysis provided by the applicant. • Site Visit: this task includes up to 6 staff -hours to perform a basic reconnaissance level of the project site to evaluate and verify site conditions for consistency with the proposed ILF use plan for mitigation purposes. • Technical Memorandum: This task includes up to 8 staff -hours for the preparation and production of a technical memo presenting the results of our review and recommendations which will include results of any analysis that we perform to support our recommendations. Raedeke Associates, Inc. January 28, 2019 Professional Services Agreement — Scope of Services Page 1 City of Auburn — Prologis Hunt ILF Use Plan Third Party Review 2016-042-201 • Project Coordination, Meetings, and Administration: This task includes up to 4 staff -hours of correspondence and coordination with the City of Auburn, Prologis or their consultants with regard to scheduling and information acquisition for the project and to provide in-house administration as necessary during the course of the project. • Project Expenses: Project expenses include costs for travel, mileage, photocopies, reprographics, courier services and other supplies. COMPENSATION Raedeke Associates, Inc. will invoice for services on a Time and Materials basis at the rates in effect at the time of this Agreement. Estimated cost of providing services as described in this Agreement is $5,300.00. Invoices will reflect costs for actual hours and expenses incurred. Hourly Rates Sr. Principal $215.00 Associate/Sr. Scientist $194.00 Sr. Scientist/Planner $158.00 Staff Scientist/Planner $138.00 Technical Staff III $122.00 Technical Staff II $112.00 Technical Staff 1 $100.00 Project/ Contract Administrator $104.00 Technical/ Admin Support Staff $83.00 Expenses Vehicle Mileage $0.58 per mile Fax $0.50 per page Photocopies (black & white) $0.10 per page Prints/plots (8-1/2 x 11, color) $0.40 per page Prints/plots (11x17, color) $0.80 per page Prints/plots (2406, color) $12.00 per page The estimated cost is valid for tasks specifically described above. To ensure that needed tasks are included, please carefully review the: Exclusions, Additional Services, and Change Order sections of this Agreement, if provided. Request to perform tasks not included in this Agreement will result in production of a Change Order for extra fees associated with the completion of the additional requested tasks and may result in project documents being held until such Change Order and associated retainer are received. The Client Responsibility section provides details of documents or files to be supplied before services can be completed, please review to ensure compliance with these requirements. CLIENT RESPONSIBILITY Completion of the services described above is based upon timely receipt from City of Auburn of technical reports, surveys, proposed or concept design of site development, permit application, associated site studies, or documents previously produced for the site, as well as basemaps and site plans. It is also Client's responsibility to obtain and provide all required access agreements to perform the work on the project site. Raedeke Associates, Inc. January 28, 2019 Professional Services Agreement — Scope of Services Page 2 City of Auburn — Prologis Hunt ILF Use Plan Third Party Review 2016-042-201 EXCLUSIONS Additional tasks may become necessary, depending on the nature of the project. However, the following future tasks are not included in this Agreement: (1) review and verification of stream or wetland delineation or ratings or associated formal delineation services, (2) meetings or additional coordination and administration beyond what is budgeted herein, (3) review of mitigation elements other than those proposed to be provided using the KC MRP, (4) tasks associated with response to agency or public comments, or public hearings, (5) preparation of local, state, or federal critical areas or associated permit applications or supporting documents. If these or other tasks not specifically included in this Agreement are requested, or assumptions stated in this Agreement are exceeded due to circumstances beyond our control, we will submit a supplemental agreement to cover the additional services. CHANGE ORDERS Any requests for services not included in this Agreement, will result in the production of a Change Order to cover authorization and agreement for payment for such services. If the Scope of Services portion of this Agreement does not accurately describe the services required or is incomplete, please notify the Raedeke Associates, Inc. project manager assigned to the project upon receipt of this document. Raedeke Associates, Inc. January 28, 2019 Professional Services Agreement — Scope of Services Page 3 City of Auburn — Prologis Hunt ILF Use Plan Third Party Review 2016-042-201 RAEDEKE ASSOCIATES, INC. 2111 N. NORTHGATE WAY, STE. 219 + SEATTLE, WASHINGTON 98133 (206) 525-8122 + FAX: (206) 526-2880 Professional Services Agreement General Terms and Conditions ENTIRE AGREEMENT: The Professional Services Agreement is comprised of the General Terms and Conditions, the Scope of Services and the Agreement for Professional Services Authorization. These documents constitute the entire Agreement between Raedeke Associates, Inc. and the Client and supersede all prior written or oral understandings. This Agreement, the General Terms and Conditions, and the Scope of Services may only be amended, supplemented, modified, or canceled by a duly executed written instrument. If any portions of this Agreement are absent upon presentation to the Client, it is the Client's responsibility to notify Raedeke Associates, Inc. of the missing portions and secure them before authorizing the Agreement. AGREEMENT AUTHORIZATION: Authorization to perform services pursuant to this Agreement may be indicated by signing and returning the original Agreement for Professional Services Authorization at the end of the Agreement to Ms. Mary Berni of our staff. Written authorization is needed in order to proceed with the project. If written authorization is not received within 60 days of the date of this Agreement, and the work is verbally authorized to proceed, the project will be subject to performance on a Time and Material basis in accordance with the fee schedule in effect at the time the work is performed. Agreements which remain unaccepted 90 days after the Agreement date will be subject to fee revisions. PAYMENTS: Invoices are submitted monthly and are due within 30 days of receipt. Payments are to be made to Raedeke Associates, Inc. as the work progresses. An interest penalty of 1.5% per month will be charged for all invoices 30 days past due. The entire amount billed on this project is to be paid within 30 days after completion of the project. OWNERSHIP OF DOCUMENTS: All reports, data, analysis, photographs, drawings, recommendations or other documents prepared or purchased by Raedeke Associates, Inc. as instruments of service, are intended solely for the purposes described within the Professional Services Agreement, and any authorized Change Orders. All such items will remain the sole property of Raedeke Associates, Inc. until all payments for services rendered, per the Agreement have been received by Raedeke Associates, Inc. In the event of a dispute over payment for services, as described in the Agreement, the Client is expressly forbidden from using any such items prepared or produced by Raedeke Associates, Inc. for which remuneration has not been received. Any reuse by the Client, or others, for purposes outside the Agreement without the written permission of Raedeke Associates, Inc. shall be at the user's sole risk and will constitute a breach of the Agreement. Raedeke Associates, Inc. January 28, 2019 Professional Services Agreement — General Terms and Conditions Page 1 City of Auburn — Prologis Hunt ILF Use Plan Third Party Review 2016-042-201 LIMITATIONS: It should be recognized that determination of ecological system classifications, functions, values, and boundaries is an inexact science and different individuals and agencies may reach different conclusions. With regard to wetlands, the final determination of their boundaries for regulatory purposes is the responsibility of the various resource agencies that regulate development activity in wetlands. We cannot guarantee the outcome of such agency determinations. Therefore, the conclusions of summary letters or technical reports should be reviewed by the appropriate regulatory agencies prior to any detailed site planning or construction activities. WARRANTY: We warrant that the work performed by Raedeke Associates, Inc. shall conform to standards generally accepted in our field, and will be prepared substantially in accordance with now -current technical guidelines and criteria. The conclusion of summary letters or technical reports represents the results of our analysis of the information provided by the project proponents and their consultants, together with information gathered in the course of the study. No other warranty, expressed or implied is made. ASSIGNMENT: The following provisions govern assignment of this Agreement: Permissible Assignments: Neither Raedeke Associates, Inc. nor the Client may assign this Agreement without the prior written consent of the other; provided, however, that either party may assign this Agreement to a successor corporation or partnership, a parent company, a wholly-owned subsidiary corporation, or an entity which controls, is controlled by, or is under common control with the assigning party, as the case may be. Assumption of Obligations: Because Raedeke Associates, Inc. has entered into this Agreement based upon credit -worthiness of the original Client, in the event the Client wishes to assign this Agreement, Raedeke Associates, Inc. shall be provided with such reasonable information concerning the credit -worthiness of such assignee as it may request. Furthermore, as a condition to its consent to such assignment, Raedeke Associates, Inc. reserves the right to require amendment of this Agreement to provide additional security and for other purposes. Any permitted assignee of this Agreement shall agree in writing to personally assume all of the obligations set forth in this Agreement. Payment Responsibilities: Raedeke Associates, Inc. will not unreasonably disapprove of a requested assignment of this Agreement. However, if Raedeke Associates, Inc. does not consent to an assignment of this Agreement, Client shall remain bound by the terms, conditions and obligations of this Agreement, including payment for services performed by Raedeke Associates, Inc. hereunder. INSURANCE: Raedeke Associates, Inc. maintains the following insurance: (a) Commercial General Liability (occurrence form), covering bodily injury and property damage liability with a minimum limit of $2,000,000.00 per occurrence, $4,000,000.00 products and completed operations aggregate and $4,000,000.00 general aggregate. Raedeke Associates, Inc. January 28, 2019 Professional Services Agreement — General Terms and Conditions Page 2 City of Auburn — Prologis Hunt ILF Use Plan Third Party Review 2016-042-201 INDEMNITY: Raedeke Associates, Inc. shall indemnify and hold harmless the Client from and against all claims and actions, including all expenses incidental to such claims and actions based on or arising out of damages and injuries to persons or property caused by the sole negligence of Raedeke Associates, Inc. The Client shall indemnify and hold harmless Raedeke Associates, Inc. from and against all claims and actions, including all expenses incidental to such claims and actions based on or arising out of damages or injuries to persons or property to the extent such claims and actions are not caused by the sole negligence of Raedeke Associates, Inc. The Client agrees that any and all hazardous materials or conditions present at the project site were not generated, stored, transferred, or disposed of by Raedeke Associates, Inc. The Client shall indemnify and hold harmless Raedeke Associates, Inc., its employees, agents, and subcontractors from any and all pollution related claims and actions related to the project site identified in the Professional Services Agreement and any authorized Change Orders to said Agreement. Such indemnification shall not apply if Raedeke Associates, Inc. is deemed to be, by judgment of the court, solely negligent with respect to pollution related claims or actions. REQUEST FOR SERVICES NOT COVERED By THIS CONTRACT: In the event that the Client request services not covered by the Professional Services Agreement, unless a Change Order for these services is requested at the time the services are requested, the services will be performed on a Time and Material Basis using hourly rates in effect at that time. Invoices for these services are subject to all the Terms and Conditions attached to the original Professional Services Agreement. No later document will void this portion of the Professional Services Agreement. All services requested by the Client will be invoiced and payment will be subject to the terms of this Agreement. Raedeke Associates, Inc. January 28, 2019 Professional Services Agreement — General Terms and Conditions Page 4 City of Auburn — Prologis Hunt ILF Use Plan Third Party Review 2016-042-201 RAEDEKE ASSOCIATES, INC. 2111 N. NORTHGATE WAY, STE. 219 SEATTLE, WASHINGTON 98133 (206) 525-8122 FAx: (206) 526-2880 Professional Services Agreement Authorization to Proceed To: Mr. Thaniel Gouk Department of Community Development and Public Works City of Auburn 25 West Main Street Auburn, WA 98001 Project: Prologis Hunt ILF Use Plan Third Party Review City of Auburn, Washington R.A.I. Project #2016-042-201 Estimated Budget: $5,300.00 Date: January 28, 2019 Submitted By: Rich rd W. Lundquist, M.S. Vice President/Wildlife Biologist Raedeke Associates, Inc. have read the enclosed Agreement for Professional Services, including the Scope of Services and the General Terms and Conditions dated January 28, 2019, and hereby authorize RAEDEKE ASSOCIATES, INC. to proceed with the work outlined or referred to in the above-named Agreement, in accordance with the terms of this Agreement for Professional Services. Changes made to this Agreement after issuances are not valid unless initialed by an authorized representative of Raedeke Associates, Inc. Approved By: Signature, Title Printed Name Company Name: Date: (b) Comprehensive Automobile Liability covering owned, hired and non -owned vehicles with limits of $1,000,000.00 for any one accident or loss. (c) Workers Compensation or Industrial Accident insurance providing benefits as required by law, including Employer's or Stop -Gap Liability with minimum limit of $1,000,000.00 per accident. (d) Professional Liability insurance with limits of up to $1,000,000.00 per claim, $1,000,000.00 aggregate with a $10,000.00 retention for each claim. Raedeke Associates, Inc. will not be responsible for any loss, damage, or liability beyond the limits of this insurance at the date the claim is made. Certificates of insurance coverage will be furnished upon request. Subcontractors of Raedeke Associates, Inc. shall be required to ensure that they have insurance coverages and endorsements consistent with the above requirements. RIGHT OF ENTRY: The Client with whom this Agreement is made is responsible for providing necessary right of entry to the properties required for the accomplishment of the services defined in the Professional Services Agreement and any authorized Change Orders. The right of entry shall allow Raedeke Associates, Inc. employees, its agents or subcontractors to enter the property as necessary to perform the studies, observations and research necessary to accomplish the agreed to services. INFORMATION RESPONSIBILITY: The Client will provide any required information as stated in this Agreement as necessary for the performance of the services agreed to. This information could include background maps, reports, surveys, letters, memos, drawings, plans, figures, property description or other material and information explicitly mentioned as necessary in the Agreement or any authorized Change Orders. Failure to provide such information and materials in a timely manner consistent with the project schedule shall result in additional charges above the Agreement amount as needed to compensate for the late or non -arrival of necessary information or materials. UNANTICIPATED HAZARDOUS CONDITIONS OR MATERIALS: The discovery of any unanticipated hazardous conditions or materials may constitute a significant change in the agreed to scope of work. Raedeke Associates, Inc. shall promptly notify the Client upon discovery of any unanticipated hazardous conditions or materials. In the event the described unanticipated conditions occur, Raedeke Associates, Inc. is responsible for initiating actions required to modify or terminate any applicable contractual agreement between the Client and Raedeke Associates, Inc. CONTROLLING LAW: This Agreement is to be governed by Washington law. Raedeke Associates, Inc. January 28, 2019 Professional Services Agreement — General Terms and Conditions Page 3 City of Auburn — Prologis Hunt ILF Use Plan Third Party Review 2016-042-201