HomeMy WebLinkAboutParagon Research Associates LLC AG-C0-343^y 16 7
AGREEMENT FOR PROFESSIONAL SERVICES
AG-C-343
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 PARAGON RESEARCH ASSOCIATES, LLC whose address is 12021
Evanston Avenue North Seattle, WA 98133, 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 for succeeding years.
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.
Agreement for Professional Services AG-C-343
September 29, 2008
Page 1 of 12
3. COMPENSATION.
The total compensation for this Agreement shall not exceed $5692. Paid per
rates are attached in the fee schedule as shown on Exhibit B, which is attached hereto
and by this reference made a part of this Agreement.
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
Agreement for Professional Services AG-C-343
September 29, 2008
Page 2 of 12
perform its services to conform to generally-accepted professional cultural resource
survey 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,
except for injuries or damages caused by the sole negligence of the CITY.
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.
Agreement for Professional Services AG-C-343
September 29, 2008
Page 3 of 12
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. If the consultant is a sole proprietor, the
parties agree that Industrial Insurance would be required if the
CONSULTANT had employees. However, the parties agree that a
Agreement for Professional Services AG-C-343
September 29, 2008
Page 4 of 12
CONSULTANT who has no employees would not be required to have
Worker's Compensation coverage.
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, Professional 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.
Agreement for Professional Services AG-C-343
September 29, 2008
Page 5 of 12
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
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:
Agreement for Professional Services AG-C-343
September 29, 2008
Page 6 of 12
(a) Are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any federal
department or agency;
(b) Have not within a three-year period preceding this proposal been convicted of
or had a civil judgment rendered against them for commission or fraud or a
criminal offense in connection with obtaining, attempting to obtain, or
performing a public (federal, state, or local) transaction or contract under a
public transaction; violation of federal or state antitrust statues or commission
of embezzlement, theft, forgery, bribery, falsification or destruction of records,
making false statements, or receiving stolen property;
(c) Are not presently indicted for or otherwise criminally or civilly charged by a
governmental entity (federal, state, or local) with commission of any of the
offenses enumerated in paragraph "(b)" of this certification; and
(d) Have not within a three-year period preceding this application/proposal had
one or more public transactions (federal, state, or local) terminated for cause
or default.
Where the prospective primary participant is unable to certify to any of the
statements in this certification, such prospective participant shall attach an explanation
to this proposal.
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.
Agreement for Professional Services AG-C-343
September 29, 2008
Page 7 of 12
Upon receipt of a termination notice under the above paragraph, the
CONSULTANT shall (1) promptly discontinue all services affected as directed by the
written notice, and (2) deliver to the CITY all data, drawings, specifications, reports,
estimates, summaries, and such other information and materials as the CONSULTANT
may have accumulated, prepared or obtained in performing this Agreement, whether
completed or in process.
Agreement for Professional Services AG-C-343
September 29, 2008
Page 8 of 12
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, nofinrithstanding 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 befinreen
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.
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.
Agreement for Professional Services AG-C-343
September 29, 2008
Page 9 of 12
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 Paula Johnson Burke 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: Kelly McLain Aardal
25 W Main Street
Auburn WA 98001
Phone: 253.288.7432
Fax: 253. 804.3114
E-mail: kmclain-aardala-aubumwa_._qov
Paragon Research Associates
Attn: Paula Johnson Burke
12021 Evanston Avenue North
Seattle, WA 98133
Phone: 206.706.1659
E-mail:
paula -paraqonresearch.net
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.
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.
Agreement for Professional Services AG-C-343
September 29, 2008
Page 10 of 12
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.
Agreement for Professional Services AG-C-343
September 29, 2008
Page 11 of 12
CI'fY 0
Peter B. Lewis, Mayor
Date OCT - 2 2=
ATTEST:
Danielle E. Daskam, City Clerk
APPROVED AS TO FORM:
aniel . H i , City ney
PARAGON RESEARCH
ASSOCIATES, LLC
BY:
Title:
Federal Tax ID #
Agreement for Professional Services AG-C-343
September 29, 2008
Page 12 of 12
EXHIBIT A
SCOPE OF WORK
Cultural Resources Assessment
Auburn Environmental Park Birding Tower
Proiect Description. The City of Auburn is proposing to construct an elevated bird observation deck
and environmental park near the intersection of Western Avenue and West Main Street in Auburn.
This project is funded by the Washington State Recreation and Conservation Office (RCO) and is
subject to Executive Order 05-05. The City of Auburn has requested a cultural resources assessment of
the project. PRA understands that the RCO has initiated consultation under EO OS-OS and does not
require assistance with this task.
Scoue of Work. The Scope of Work to be conducted by Paragon Research Associates, LLC (PRA)
includes four tasks:
Task 1. Client and Agency Coordination. Under this task, PRA will maintain communication
with City project managers as well as oversee the project schedule and the budget.
Task 2. Background Research. As this project is immediately adjacent to a parcel previously
surveyed by PRA for the City of Auburn, PRA will rely on existing information to the greatest
extent possible. Some research specific to the parcel will be necessary as well as to update the
previous research. Archival research will be conducted with the county's Historic Preservation
Program and at the Department of Archaeology and Historic Preservation (DAHP) to identify
recorded archaeological and historic resources in and around the project area. Additional
research will be conducted at the University of Washington and online. Additionally, PRA will
review available soils/geomorphological information. PRA will also contact the cultural
resources technical staff at the Muckleshoot Tribe to identify their concerns specific to the
proposed project.
Task 3. Field Survey. PRA will conduct a field survey and subsurface investigation of the AEP
of the proposed tower site and its immediate surroundings. A PRA archaeologist will assess the
presence/absence of cultural resourc,e deposits in the AEP and provide a brief assessment of any
historic or precontact materials within the area. This task includes time for preparation of one
archaeological site form if necessary.
Task 4. Prepare Brief Cultural Resources Report. PRA will summarize the findings of our
wark in a cultural resources technical report. The report will meet the current SHPO standards
for cultural resources assessment reports. An electronic copy of a draft report (in PDF format)
will be submitted to City of Auburn and its selected reviewers for comment. A final version
will be produced within 7 business days of receipt of consolidated comments. One electronic
version (pdf) will be submitted as the final deliverable.
Assumutions: City of Auburn will provide written permission and rights of entry to any private
properties. City of Auburn will provide copies of up-to-date design plans, a written project
description, and copies or access to any geotechnical reports. City of Auburn will provide copies of
Exhibit A
Agreement No. AG-C-343
Page 1 of 2
EO OS-OS consultation correspondence between RCO and the affected tribes. City of Auburn will
reproduce the report for distribution from the final pdf submission. We will be pleased to adjust our
scope of work to accommodate design changes; however, any changes may require a revision to the
project scope and budget. Changes made after the signature of the notice to proceed will require a
contract addendum.
Cost Proposal. PRA has estimated the cost far this project based on the hours and rate schedule
included in Attachment B. PRA estimates that a sum of $5,692 will be required to complete Tasks 1
through 4 as described above. Extra services will be initiated by PRA only after an agreement with
City of Auburn has been reached concerning revisions to the scope of work and additional
compensation, if necessary.
Exhibit A
Agreement No. AG-C-343
Page 2 of 2
EXHIBIT B
FEE SCHEDULE
Exhibit B
Agreement No. AG-C-343
Page 1 of 1
CONSULTANT INVOICES
CONSULTANT invoices should contain the following information:
• On CONSULTANT letterhead.
• A cover letter stating the status of each task. This should include items completed, percent
completed during the billing period and completion along with funding status.
• Internal invoice number and/or sequential numeric number (i.e.: progress payment # 10).
• Invoice date.
• Period of time invoice covers.
• Consultant Agreement # (i.e.: AG-C-115).
• Project number(s) listed (i.e.: PR562).
• CITY'S project manager listed.
• The hour(s) per person broken down by task(s) (attach timesheets, spreadsheet detailing
timesheets, or some other form of proof) along with type of work done (i.e.: design,
right-of-way, or construction) or task order number.
• Direct salary (base salaries)
• Indirect salary (benefits)
• Direct non-salary (i.e.: mileage, reproduction fees (i.e.: printing, copying), communication
fees (i.e.: telephone), supplies, computer charges, subconsultants), indirect non-salary
(overhead). The CITY does not pay for CONSULTANT meals unless part of a task requires
travel outside of the greater Seattle, Tacoma, and Everett area. These costs are to be
broken down and backup information is to be attached to invoice. Project managers are to
inform CONSULTANTS as to what is required for break down information and if backup
information is to be attached. Break out the same for subconsultanf charges.
• Previous and remaining base contract amounts left in each task and total contract - total
authorized amount (bottom line figure). Add amendments to this base contract, amount for
total authorized amount.
• Percentage of work completed to date compared to total amount of work (if required by the
project manager).
• Status of Management Reserve Fund (MRF) (i.e.: a certain task) until we can get an
amendment in place.
• Invoices for previous year are due by January 15tn
• For grant/special funded projects there might be other special information needed,
reference the LAG manual.
Consultant Invoices
Agreement No. AG-C-343
Page 1 of 2
SAMPLE INVOICE
City of Auburn
25 West Main
Auburn WA 98001
Attn: Scott Nutter (Project Engineer)
Agency Agreement AG-C-010
Invoice 5222
Progress Payment 2
Invoice Date: February 10, 2002
Project Name: Thomas Nelson Farm
Project PR562
Engineering Services performed during the period of: January 2002
SAMPLE ENGINEERING, INC.
Personnel
Hours
Hourl Rate
Amount
Mike Jones, Princi al in Char e
1
$ 125.00
$ 125.00
Carla Maker, Architect
5
$ 72.00
$ 144.00
Joe Smith, Word Processin
10
$ 48.00
$ 480.00
Consultant Personnel Subtotal
$ 749.00
Ex enses see attached documentation
Char es
Multi lier
Amount
Mike Jones, Princi al in Char e
20 miles
x1.1
$ 7.59
Carla Maker, Architect
$ 30.00
x1.1
$ 33.00
Joe Smith, Word Processin
$ 29.00
x1.1
$ 31.90
Consultant Ex enses Subtotal
$ 72.49
Consultant Total:
SUB CONSULTANTS (see attached documentation)
$ 821.49
Subconsultant
Hours
Hourl Rate
Amount
ABC Environmental, Inc., Civil En ineer
10
$
100.00
$
1,000.00
Electrical Consultin , Electrical En ineer
5
$
100.00
500.00
Mechanical Solutions, Mechanical En ineer
10
$
100.00
MRF
1,000.00
Movin Com an , Movin Consultant
2
$
50.00
100.00
Subconsultant Subtotal
$
2,600.00
Subtotal x 1.1 Multi lier
$
2,860.00
Subconsultant Total:
TOTAL DUE THIS INVOICE
[_nNTROCT RRFAKDOWN
$ 2,860,00
$ 3,681.49
Task
Amount
Authorized
Prior Invoiced
This Invoice
Totallnvoiced
To Date
%
Ex ended
%
Com leted
Amount
Remainin
Original
Contract
$ 22,000.00
$ 1,025.00
$ 2,681.49
$ 3,706.49
20%
25%
$ 18,293.51
MRF*
2,500.00
0.00
1,000.00
1,0000.00
40%
45%
1,500.00
TOTAL
$ 24,500.00
$ 1,025.00
$ 3,681.49
$ 4,706.49
$ 19,793.51
Note: MRF=Management Reserve Fund
* Received a written authorization of MRF on 1110101 for Mechanical Engineer task in the amount of
$2,000.00.
Consultant Invoices
Agreement No. AG-C-343
Page 2 of 2
4 5. 1 e,
AMENDMENT #1 TO AGREEMENT NO. AG-C-343 BETWEEN
THE CITY OF AUBURN AND PARAGON RESEARCH ASSOCIATES, LLC
RELATING TO PROJECT NO. C412B0, AUBURN BIRDING TOWER
THIS AMENDMENT is made and entered into this 26th day of November, 2008, by
and between the CITY OF AUBURN, a municipal corporation of the State of
Washington (hereinafter referred to as the "CITY"), and Paragon Research Associates,
LLC (hereinafter referred to as the "CONSULTANT"), as an Amendment to the
Agreement befinreen the parties for AG-C-343 executed on the 6th day of October 2008.
The changes to the agreement are described as follows:
1. CONTRACT TERM: The term of the Agreement for Professional Services is
extended to February 15, 2009.
2. SCOPE OF WORK: The scope of work is amended to include the following tasks:
Archaeological site monitoring during foundation work on the Auburn Bird Viewing
Tower.
3. COMPENSATION: The amount of this amendment is $4,298. The total contract
amount is increased to a total of $9,990. This additional amount covers the cost of
professional archaeological monitoring during all earth work on the Auburn Bird
Viewing Tower at an hourly rate of $87.00, mileage reimbursement, and 4-6 hours
devoted to monitoring report preparation.
REMAINING TERMS UNCHANGED: That all other provisions of the Agreement
between the parties for AG-C-343 executed on the 6th day of October 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.
PARAGON RESEARCH ASSOCIATES
-
gy. ka& Authorized s nature
CITY
Peter B. Lewis, Mayor
ATTEST (Optional):
By:
Its:
ATTEST:
Dani le E. Daskam, Auburn City Clerk
Amendment No. 1 for Agreement No. AG-C-343
Paragon Research Associates
Page 1 of 2
Approved as to form (Optional):
Attorney for (Other Party)
Amendment No. 1 for Agreement No. AG-C-343
Paragon Research Associates
Page 2 of 2