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2008 AGREEMENT FOR PROFESSIONAL SERVICES
AG-C-330
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 NORTHWEST MANAGEMENT SYSTEMS, a sole proprietorship, whose
address is 3302 North 7t" Street, Tacoma, WA 98406, 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, which is attached hereto 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, 2008, and can be amended by both parties.
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.
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3. COMPENSATION.
A lump sum payment of $28,560 shall be due to the CONSULTANT upon
completion and CITY approval of the identified project scope.
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. SUBCONTRACTING.
The CITY permits subcontracts for those items of work necessary for the
completion of the project. The CONSULTANT shall not subcontract for the
performance of any work under this AGREEMENT without prior written permission of
the CITY. No permission for subcontracting shall create, between the CITY and
subcontractor, any contractor or any other relationship.
Compensation for any subconsultant work is included in Section 3 of this
Agreement and all reimbursable direct labor, overhead, direct non-salary costs and
fixed fee costs for the subconsultant shall be substantiated in the same manner as
outlined in Section 3. All subcontracts exceeding $10,000 in cost shall contain all
applicable provisions of this AGREEMENT.
5. 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
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perform its services to conform to generally-accepted professional engineering
standards and the requirements of the CITY.
Any approval by the CITY under this Agreement shall not in any way relieve the
CONSULTANT of responsibility for the technical accuracy and adequacy of its services.
Except as otherwise provided 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.
6. INDEMNIFICATION/HOLD HARMLESS.
The CONSULTANT shall defend, indemnify and hold the CITY, its officers,
officials, volunteers, and employees harmless from any and all claims, injuries,
damages, losses, or suits, including attorney fees, arising out of or resulting from the
acts, errors or omissions of the CONSULTANT in performance 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 procure and maintain for the duration of this 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 the
CONSULTANT, its agents, representatives, or employees.
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CONSULTANT'S maintenance of insurance as required by the Agreement shall
not be construed to limit the liability of the CONSULTANT to the coverage provided by
such insurance, or otherwise limit the City's recourse to any remedy available at law or
in equity.
CONSULTANT shall obtain insurance of the types and in the amounts described
below:
a. Automobile Liability insurance covering all owned, non-owned, hired and
leased vehicles, with a minimum combined single limit for bodily injury and
property damage of $1,000,000 per accident. 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.
b. 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, with limits
no less than $1,000,000 each occurrence, $2,000,000 general aggregate.
The CITY shall be named as an insured under the CONSULTANT'S
Commercial General Liability insurance policy with respect to the work
performed for the CITY using the applicable ISO Additional Insured
endorsement or equivalent.
c. Worker's Compensation coverage as required by the Industrial Insurance
laws of the State of Washington. The parties agree that Industrial Insurance
would be required if the CONSULTANT had employees. However, the
parties agree that the CONSULTANT who has no employees would not have
Worker's Compensation coverage.
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d. Professional Liability insurance appropriate to the CONSULTANT'S
profession, with limits no less than $1,000,000 per claim and $1,000,000
policy aggregate limit.
The insurance policies are to contain, or be endorsed to contain, the following
provisions for Automobile Liability, and Commercial General Liability insurance:
a. The CONSULTANT'S insurance coverage shall be primary insurance as
respects the CITY. Any insurance, self insurance, or insurance pool
coverage maintained by the CITY shall be excess of the CONSULTANT'S
insurance and shall not contribute with it.
b. The CONSULTANT'S insurance shall be endorsed to state that coverage
shall not be cancelled by either party, except after 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. Insurance is to be placed with insurers with a
current A.M. Best rating of not less than A-:VII.
The CONSULTANT shall furnish the City with certificates of insurance and a
copy of the amendatory endorsements, including but not necessarily limited to the
additional insured endorsement, evidencing the insurance coverage required by this
section, before commencement of the work. The CITY reserves the right to require that
complete, 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 directly or through contractual, hiring, or other
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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.
10. 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.
11. 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;
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(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.
12. 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
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may have accumulated, prepared or obtained in performing this Agreement, whether
completed or in process.
13. GENERAL PROVISIONS.
13.1. This Agreement shall be governed by the laws, regulations and ordinances
of the City of Auburn, the State of Washington, King County, and where applicable,
Federal laws.
13.2. All claims, disputes and other matters in question arising out of, or relating
to, this Agreement 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.
13.3. 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.
13.4. The CITY and the CONSULTANT respectively bind themselves, their
partners, successors, assigns, and legal representatives to the other party to this
Agreement with respect to all covenants to this Agreement.
13.5. This Agreement represents the entire and integrated Agreement between
the CITY and the CONSULTANT and supersedes all prior negotiations, representations
or agreements either oral or written. This Agreement may be amended only by written
instrument signed by both the CITY and the CONSULTANT.
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13.6. 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.
13.7. The CONSULTANT agrees to comply with all local, state and federal laws
applicable to its performance as of the date of this Agreement.
13.8. If any provision of this Agreement is invalid or unenforceable, the
remaining provisions shall remain in force and effect.
13.9. This Agreement shall be administered by Paul Sachs 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
Attn: Seth Wickstrom
25 W Main Street
Auburn WA 98001
Phone: 253.804.5086
Fax: 253.931.3053
E-mail: swickstrom@auburnwa.gov
Northwest Management Systems
Attn: Paul Sachs
3302 North 7th Street
Tacoma, WA 98406
Phone: 253.219.8904
E-mail: pesachs@aol.com
13.10. All notices or communications permitted or required to be given under
this Agreement shall be in writing and shall be delivered in person or deposited in the
United States mail, postage prepaid. Any such delivery shall be deemed to have been
duly given if mailed by certified mail, return receipt requested, and addressed to the
address for the party set forth in 13.9 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.
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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.
13.11. This Agreement may be executed in multiple counterparts, each of which
shall be one and the same Agreement and shall become effective when one or more
counterparts have been signed by each of the parties and delivered to the other party.
CI
Peter B. Lewis, Mayor
Date APR 17 2008
ATTEST:
Danielle E. Daskam, City Clerk
NORTHWEST MANAGEMENT SYSTEMS
By: ?a^2' E . 14?6
Title: 11{-65 t 4eo4
Federal Tax ID #:
Agreement for Professional Services AG-C-330
April 9, 2008
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APPROVED AS TO FORM:
EXHIBIT A
SCOPE OF WORK
TASK A. KICKOFF MEETING
Northwest Management Systems (NWMS) will first meet with the City to kickoff
the pavement management implementation. At this kickoff meeting, NWMS will review
the technical approach with City staff, and cover any administrative items that may be
necessary. Items to be discussed include:
• Scope of work
• Project schedule
• Budgets
• Points of contacts
• Any inventory information that currently exists
• Historical maintenance and rehabilitation files
• Existing maps
• Any information from previous pavement management program
TASK B. DEVELOP THE CITY'S INVENTORY (NETWORK SEGMENTATION)
NWMS will first obtain a City map of the annexation area from the City and
compare it to the spreadsheet obtained from King County. NWMS will subtract out any
segments from the spreadsheet that are not in the annexation area and submit it for
review by the City. Any additions or subtractions will be made to the spreadsheet by
the City working with NWMS. A final list of streets will be developed from this process.
NWMS will then enter the information from the spreadsheet into the Street Saver
database. NWMS will evaluate the current network of the City' annexation streets as
defined by King County. NWMS may use this information as a segment or will propose
subdividing the roads into different segments based on standard pavement criteria
when performing the condition survey in Task C. If additional segments are required
--------------------------------------
Exhibit A
Agreement No. AG-C-330
Page 1 of 4
surface type changes, functional classification changes and other pavement
segmentation criteria will be evaluated to determine the revised pavement segments. It
is assumed that approximately 475 sections based on the additional centerline mileage
that the City will annex will need to be inventoried and added to the database. The new
segments will be broken down into the roadway functional classifications of arterials,
collectors and residentials in this Task. Each street will be divided into appropriate
manageable segments. At a minimum, inventory items for each management segment
will include:
• Name
• Beginning Location
• End Location
• Length
• Width
• Age
This information will also be summarized and reviewed in the Metropolitan
Transportation Commission (MTC) Pavement Management Program (PMP) Streetsaver
database based on changes in construction history, pavement layer thicknesses and
physical constraints, such as geometry or intersections.
Once the data entry is complete, reports will be prepared and printed for the
City's review and final approval.
For Task B, NWMS will require the following items from the City:
• List of newly annexed City maintained roads
• Map of newly annexed City maintained roads
TASK C. CONDITION SURVEYS & PCI CALCULATIONS
NWMS will next perform pavement condition surveys on the entire annexation
pavement network. Like many Puget Sound Communities, Auburn has a pavement
Exhibit A
Agreement No. AG-C-330
Page 2 of 4
network that is subjected to high volumes and heavy loads from the surrounding area.
The distresses present are reflective of the traffic levels, as well as the environment and
climate. Common distresses include alligator cracking, rutting, distortions, patches and
utility cuts as well as weathering and raveling.
The distress types to be collected will include:
• Alligator Cracking
• Longitudinal Cracking
• Transverse Cracking
• Weather and Raveling
• Rutting
• Utility Cuts and Patches
Other distress types can be identified and added to be collected at the kickoff
meeting as outlined in Task A.
Approximately one sample unit will be inspected for each 1,000 lineal feet of
roadway. Any variation from the established procedures will be to accommodate
unique local conditions and will be reviewed with the City of Auburn. Any areas that are
not typical of the entire section will be inspected and recorded as a special sample unit.
Typically, a one-person crew will perform the condition surveys. The distress
data will be recorded in the field using a PDA. NWMS will be responsible for providing
all equipment necessary for performance of this task. Should City staff wish to observe
NWMS' crews during this task; we will be more than happy to accommodate your
wishes.
All information collected from the condition surveys will then be entered into the
MTC pavement management system database. This task shall be performed at NWMS'
office in order to provide quality control of all data entered into the system. NWMS
Exhibit A
Agreement No. AG-C-330
Page 3 of 4
recommends this procedure over data entry in the field to avoid errors and to provide
backup forms of all information recorded in the field.
NWMS will then perform the pavement condition index (PCI) calculations using
the MTC pavement management system software, and correct any errors found. The
PCI may then be used in the pavement performance models and in the budgetary
analyses.
NWMS will develop a report that will be submitted to the City at the completion of
Task B and C. NWMS will sit down with the City to discuss the results of the record
gathering and field data collection phase of the project. NWMS will then make a
backup copy of the database and return the updated copy to the City for installation on
their computer.
Exhibit A
Agreement No. AG-C-330
Page 4 of 4
~4 ~ . ~ C:~ •
AMENDMENT #1 TO AGREEMENT NO. AG-C-330 BETWEEN
THE CITY OF AUBURN AND NORTHWEST MANAGEMENT SYSTEMS
THIS AMENDMENT is made and entered into this 31 st day of December, 2008, by
and between the CITY OF AUBURN, a municipal corporation of the State of
Washington (hereinafter referred to as the "CITY"), and NORTHWEST MANAGEMENT
SYSTEMS (hereinafter referred to as the "CONSULTANT") as an Amendment to the
Agreement between the parties for AG-C-330 executed on the 17t" day of April, 2008.
The changes to the agreement are described as follows:
1. CONTRACT TERM: The term of the Agreement for Professional Services is
extended to January 30, 2009.
2. SCOPE OF WORK: There is no change to the scope of work.
3. COMPENSATION: There is no change to the amount of compensation.
REMAINING TERMS UNCHANGED: That all other provisions of the Agreement
between the parties for AG-C-330 executed on the 17t" day of April, 2008, shall remain
unchanged, and in full force and effect.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
day and year first above written.
NORTHWEST MANAGEMENT CITY OF AUBURN
SYSTEMS
By:
Authorized signature Peter . ewis, Mayor
ATTEST (Optional): ATTEST:
1
By: 1,01),IQY
Its: Danielle E. Daskam, Auburn City Clerk
Approved as to form (Optional): Appro as
Attorney for (Other Party)
iel B. Heid, Auburn City ftorney
Amendment No. 1 for Agreement No. AG-C-330
Northwest Management Systems.
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