HomeMy WebLinkAboutCertified Land Svcs AG-C-129
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2005 AGREEMENT FOR PROFESSIONAL REAL PROPERTY
NEGOTIATION AND RELOCATION SERVICES
AG-C-129
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 with Certified Land Services Corporation, a Washington Corporation,
whose address is 4535 44th Avenue SW, Seattle, WA 98116, 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.
The CONSULTANT shall provide to the CITY real property negotiation and
relocation services, as directed, in accordance with Washington State Department of
Transportation (WSDOT) and Local Agency Guidelines (LAG) and the Uniform
Relocation Assistance and Real Property Acquisition Policy Act, hereby made a part of
this contract and incorporated by this reference as if set forth in full.
CITY employs CONSULTANT for the purpose of acquiring necessary property
rights including, but not limited to, right-of-way, easements, fee simple and the
relocation of displaced persons resulting from City-wide construction projects, and other
related negotiation functions in accordance with local, state and federal guidelines.
The CONSULTANT, on a project basis, will be given individual work task orders.
See example Exhibit A, which is attached hereto and by this reference made a part of
this Agreement, for each negotiation or relocation assignment. Work task orders shall
consist of a complete description of the actual negotiations or relocation work,
necessary property rights required, completion dates and compensation. The CITY
shall also provide the CONSULTANT with right-of-way maps, construction plans,
appraisals, title reports, Offer to Purchase, deed/easement forms, legal description and
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Agreement for Professional Services AG-C-129
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other necessary information to complete each work task order. An approved work task
order shall be required between the CONSULTANT and the CITY prior to commencing
any real property negotiation or relocation services.
In the event negotiations for the acquisition of necessary interest on any real
property are unsuccessful, CONSULTANT will document in full efforts in a
memorandum addressed to the CITY Attorney for the purpose of aiding the CITY in
commencing eminent domain proceedings.
CONSULTANT will complete all negotiations within the time allowed and stated
per each approved individual work task order. Any real property acquisition which
negotiations have not been completed within the time allowed shall be returned to the
CITY. Additional time for completion for any particular negotiations may be allowed as
provided by the CITY.
For purposes of this Contract, completed negotiations shall mean either the
successful completion of acquisition by the CONSULTANT of the interest in real
property sought by the CITY or the refusal of an owner, leaseholder or tenant of real
property to accept the CITY'S final offer of compensation and submission of
CONSULTANT'S memorandum to the CITY. The CITY Attorney shall determine if said
real property has been successfully acquired and supporting data such as, but not
limited to, Death Certificates, Waiver of Claims by underlying interest holders, can be
required from the CONSULTANT. In all cases requiring signatures by corporate
officers, documentation verifying these signatures shall be submitted.
The CONSULTANT agrees to document all transactions regarding real property
negotiation or relocation services involving each acquisition and all such documentation
shall be made promptly available to the CITY upon request.
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2. TERM.
The CONSULTANT shall be available on an on-call basis to provide
professional real property negotiation and relocation services described in the above
Paragraph 1 to the CITY throughout the 2005 calendar year. Real property negotiation
or relocation assignments shall commence when individual work task orders are
approved between the CONSULTANT and the CITY and upon the CONSULTANT
providing a Certificate of Insurance to the CITY. Work task orders shall include the
number of days each assignment is to be completed from the date of the approved
individual work task order.
3. COMPENSATION.
The CONSULTANT shall'be paid by the CITY for completed services rendered
under the approved individual work task orders for each assignment. Such payment
shall be full compensation for work performed or services rendered and for all labor,
materials, supplies, equipment and incidentals necessary to complete the work. The
CONSULTANT shall submit an itemized bill to the CITY prior to payment.
The CONSULTANT shall be paid by the CITY based upon the fees included on
each individual approved work task order. These fees will be "NOT TO EXCEED" lump
sum figures based on an hourly rates as shown on the attached Exhibit B for
negotiation and relocation services. Exhibit B is attached hereto and by this reference
made a part of this Agreement. Compensation shall include all consultant expenses
including, but not limited to, overhead, profit, and direct non-salary costs and shall not
exceed that amount shown on each approved individual work task order under this
contract. CONSULTANT shall not be paid for any work extending beyond the "NOT TO
EXCEED" figure without prior written approval from the CITY. The total amount of this
Agreement is not to exceed $50,000.00.
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The CONSULTANT shall be paid by the CITY for direct non-salary cost, Exhibit
C attached, at the actual cost to the CONSULTANT. Exhibit C is attached hereto and
by reference made a part of this Agreement. These charges may include, but are not
limited to the following items: recording, notary fees, parking, mileage, and travel.
Mileage is for travel in-between Seattle office and the City of Auburn and/or
owner/negotiation location. Air or train travel will only be reimbursed to economy class
levels unless regulations regarding travel costs in accordance with the Washington
State Department of Transportation Directive D 13-50 and revisions thereto. The billing
for non-salary cost, directly identifiable with the project, shall be itemized listing of
charges supported by copies of the original bills, invoices, expense accounts and
miscellaneous supporting data retained by the CONSULTANT. Copies of the original
supporting documents shall be supplied to the CITY upon request. All above charges
must be necessary for the services provided under the Agreement.
CONSULTANT will obtain the prior written approval from the CITY before
offering compensation to any interest in a real property acquisition in excess of the
amount shown on the OFFER TO PURCHASE from originally submitted to the
CONSULTANT by the CITY.
In the event services beyond those specified in the Scope of Work, and not
included in the compensation listed in this Agreement are required, a contract
modification shall be negotiated and approved by the CITY prior to any effort being
expended on such services.
4. 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,
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correct or revise any errors, omissions or other deficiencies in its plans, designs,
drawings, specifications, reports and other services required. The CONSULTANT shall
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.
5. INDEMNIFICATION/HOLD HARMLESS.
The CONSULTANT shall indemnify and hold the CITY and its officers and
employees harmless from and shall process and defend at its own expense all claims,
demands, or suits at law or equity arising in whole or 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 claims, demands or suits based solely upon the conduct of the
CITY, their agents, officers and employees and provided further that if the claims or
suits are caused by or result from the concurrent negligence of (a) the CONSULTANT'S
agents or employees and (b) the CITY, their agents, officers and employees, this
indemnity provision with respect to (1) claims or suits based upon such negligence, (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.
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6. 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.
7. INSURANCE.
CONSULTANT shall procure 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 from or in conjunction with services provided to the CITY by
the CONSULTANT, its agents, employees or subcontractors, under this Agreement.
The CONSULTANT agrees to provide commercial general liability insurance and shall
maintain liability limits of no less then ONE MILLION DOLLARS ($1,000,000) per
occurrence and ONE MILLION DOLLARS ($1,000,000) general aggregate. The
CONSULTANT shall also provide and maintain professional liability coverage in the
minimum liability limits of ONE MILLION DOLLARS ($1,000,000) per claim and TWO
MILLION DOLLARS ($2,000,000) aggregate.
The general liability coverage shall also provide that the CITY, its officers,
employees and agents are to be covered as additional insured as respects: Liability
arising out of the services or responsibilities performed by or under obligation of the
CONSULTANT under the terms of this Agreement, by the CONSULTANT, its
employees, agents and subcontractors.
Both the general liability and professional liability coverage shall provide that the
CONSULTANT'S insurance coverage shall be primary insurance as respects the CITY,
its officials, employees and agents. Any insurance or self insurance maintained by the
CITY, its officials, employees or agents shall be excess to the CONSULTANT'S
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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
suspended, voided, or canceled 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 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.
8. 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.
9. 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
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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.
10. 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;
(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.
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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.
11. 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
may have accumulated, prepared or obtained in performing this Agreement, whether
completed or in process.
12. GENERAL PROVISIONS.
12.1. 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.
12.2. 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.
12.3. 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
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cooperate and continue work toward successful completion of assigned duties and
responsibilities.
12.4. 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.
12.5. 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.
12.6. 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.
12.7. The CONSULTANT agrees to comply with all local, state and federal laws
applicable to its performance as of the date of this Agreement.
12.8. If any provision of this Agreement is invalid or unenforceable, the
remaining provisions shall remain in force and effect.
12.9. This Agreement shall be administered by Regina Raichart, President, 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 Certified Land Services Corporation
Attn: Scott Nutter Attn: Regina Raichart
25 W Main Street 4535 44th Avenue SW
Auburn WA 98001 Seattle WA 98116
Phone: 253.804.5068 Phone: 206.287.9858
Fax: 253.931.3053 Fax: 206.382.4480
E-mail: snutter@ci.auburn.wa.us E-mail: certifiedlandser@cs.com
12.10. 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
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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 12.9, 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.
12.11. 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.
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ATTEST:
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Danielle E. Daskam, City Clerk
APPROVED AS TO FORM:
CITYOF~
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Peter B LeWls~ --....-/
Date ~ S
CERTIFIED LAND SERVICES CORPORATION
Agreement for Professional Services AG-C-129
December 29, 2004
Page 12 of 12
BY:
Title: President
Federal Tax ID #:
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EXHIBIT A
ANNUAL CONTRACT TASK ASSIGNMENT DOCUMENT
AGREEMENT #: AG-C-129
TASK NUMBER: CLS-xxxxx-xxx
CONSULTANT: Certified Land Services CorDoration
PROJECT #: xxxxxxxxxx
The general provisions and clauses of the Agreement referenced above shall be in full
force and effect for this Task Assignment.
Location of Project: xxxxxxxxxxxxx
Maximum Amount Payable per this Task Assignment: Jxxx.xx
Completion Date: XXXXXXXX. 2005
Scope of Work:
APPROVALS:
"""'"Ita'" pmject d'e'
Signature: tj1 '<8 t~
Agency Project Manager:
Date: tl,~/o5'
Signature:
Date:
If over $5,000 the Mayor must sign here:
Signature: Date:
Note: If this task order is over $25,000 then it must go before the Public Works
Committee and City Council for approval prior to the mayor's signature.
Exhibit A - Example Task Assignment Document
Agreement for Professional Services AG-C-129
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EXHIBIT B
CERTIFIED LAND SERVICES
FEE SCHEDULE
LABOR CATEGORY
HOURLY RATE
Senior Project Manager.............................................. $ 112.50
Senior Negotiator/Relocation Agent ........................... $ 76.50
Negotiator/Relocation Agent....................................... $ 67.50
Administrative Support ............................................... $ 40.50
Exhibit 8 - Fee Schedule
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EXHIBIT C
DIRECT NON-SALARY REIMBURSABLE EXPENSES
· Reproduction Fees
· Communication Fees
· Mileage at $0.375/mile or the current approved IRS rate.
It is understood that all reimbursements are at cost and will be marked-up 10%.
Subcontracts: The CONSULTANT, at the CITY'S request shall enter into subcontracts
with other consultants, such as appraisers and/or environmental consultants, etc. If
approved, the CITY shall reimburse the CONSULTANT for the actual cost of the
subcontracts plus a 10% markup to cover the CONSULTANT'S additional overhead
expense associated with the Subcontract.
Exhibit C - Direct Non-Salary Reimbursable Expenses
Agreement for Professional Services AG-C-129
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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 (Le.: progress payment #
10).
· Invoice date.
· Period of time invoice covers.
· Consultant Agreement # (Le.: AG-C-010).
· Project number(s) listed (Le.: 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 (Le.:
design, right-of-way, or construction) or task order number.
· Direct salary (base salaries)
· Indirect salary (benefits)
· Direct non-salary (Le.: mileage, reproduction fees (Le.: printing, copying),
communication fees (Le.: 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 subconsultant 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) (Le.: a certain task) until we can get an
amendment in place.
· Invoices for previous year is due by January 15th.
· For grant/special funded projects there might be other special information needed,
reference the LAG manual.
Consultant Invoices
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SAMPLE INVOICE
City of Auburn Invoice #: 5222
25 West Main Progress Payment #: 2
Auburn WA 98001 Invoice Date: February 10. 2002
Attn: Scott Nutter (Project Engineer) Project Name: Thomas Nelson Farm
Agency Agreement #: AG-C-010 Project #: PR562
Engineering Services performed during the period of: January 2002
SAMPLE ENGINEERING, INC.
Personnel
Mike Jones, Principal in Charge
Carla Maker, Architect
Joe Smith. Word Processina
Consultant Personnel Sub Total:
Hours
1
5
10
Hourtv Rate
$125.00
$ 72.00
$ 48.00
Excenses (see attached documentation) Charaes
Mileage ($0.345/mile): 20 miles
Communications: $30.00
Printina: $29.00
Consultant Expenses Sub Total:
Consultant Total:
SUB CONSULTANTS
Subconsultant (see attached documentation)
ABC ENVIRONMENTAL. INC., Civil Engineer
ELECTRICAL CONSULTING, Electrical Engineer
MECHANICAL SOLUTIONS. Mechanical Engineer
MOVING COMPANY, Movina Consultant
Subconsultant Sub Total:
x 1.1 Multiplier:
Hours
10
5
10
2
Subconsultant Total:
Amount
$125.00
$144.00
$480.00
$749.00
Multiclier
xU
xU
xU
Hourtv Rate
$100.00
$100.00
$100.00
$100.00
Total
$ 7.59
$33.00
$31.90
$72.49
$821.49
Amount
$1,000.00
$ 500.00
$1.000.00 MRF*
$ 100.00
$2.600.00
$ 260.00
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$2,860.00
CONTRACT BREAKDOWN
TOTAL DUE THIS INVOICE $3,681.49
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Amount Prior This Total Invoiced % % Amount
Task Authorized Invoiced Invoice To Date Expended Completed Remaining
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 $1.000.00 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 1/10101 for Mechanical Engineer task in the amount
of $2,000.00.
Consultant Invoices
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