HomeMy WebLinkAboutEntrix Environmental Consultants AG-C-367~5 l(, -S
2009 AGREEMENT FOR PROFESSIONAL SERVICES
AG-C-367
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 ENTRIX ENVIRONMENTAL CONSULTANTS, whose address is, 200
First Avenue West, Suite 500.Seattle, WA 98119, 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
May 29, 2009, 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.
3. COMPENSATION
A lump sum payment of $15,800.00 shall be due to the CONSULTANT upon
completion and CITY approval of the identified project scope.
Agreement for Professional Services AG-C-367
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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
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.
Agreement for Professional Services AG-C-367
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6. 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.
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-367
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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.
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:
Agreement for Professional Services AG-C-367
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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
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,
Agreement for Professional Services AG-C-367
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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;
(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;
Agreement for Professional Services AG-C-367
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(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
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.
Agreement for Professional Services AG-C-367
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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.
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 Lucy Zucotti 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:
Agreement for Professional Services AG-C-367
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City of Auburn
Attn: Patricia Cosgrove
918 H Street SE
Auburn WA 98002
Phone: 253-288-7437
Fax: 253-931-3098
E-mail: pcosgrove@ auburnwa.gov
Entrix Environmental Consultants
Attn: Lucy Zucotti
200 First Avenue
Seattle WA 98119
Phone: 206-269-0104
Fax: 206-269-0098
E-mail: Izuccotti@entrix.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.
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.
Agreement for Professional Services AG-C-367
Page 9 of 10
CIT R~
~
Peter B. Lewis&Yfi
Date
ATTEST:
Da ielle E. Daskam, City Clerk
ENTRIX ENVIRONMENTAL
CONSULTANTS
BY:
Title: 1Jt~~ '~,~aC~o~,►~~;,►,u,.n ~cx~ •
k(0 2-
Agreement for Professional Services AG-C-367
Page 10 of 10
APPROVED AS TO FORM:
EXHIBIT A
SCOPE OF WORK
ENTRIX is being asked to complete a cultural resources survey at the Mary Olson
Farm, King County. The White River Valley Museum proposes changes to the existing
farm in order to facilitate visitor activity. The proposed activities include:
1) Bring water from well/pump to farmhouse to service new restroom.
2) Build new single restroom (one toilet and sink) on ground floor of farmhouse for
staff.
3) Install a septic system to service this new toilet and sink.
4) Install new radiant floor system under first floor of farmhouse.
5) Install a 250-gallon above ground propane tank (to be hidden by plantings) near
the caretaker's mobile home to provide heat for radiant floor system.
6) Install new mechanical systems in farmhouse, hidden in corner of pantry, first
floor.
7) Trench for water to farmhouse, electrical and security service to each building,
and for propane service to farmhouse.
8) Lay wire to bring electrical service to each building.
The scope of work proposed below is in response to the request to prepare a schedule
for the cultural resources report. The following represents the tasks necessary to
complete this project:
Task 1: Background Research
The background research will focus on information that would have been useful for the
field investigations. It will include a thorough review of existing cultural resource data
(ethnohistoric and archaeological; prehistoric and historic). Information will be checked
at the following sources:
Department of Archaeology and Historic Preservation (DAHP)
o update Washington state site inventory and records information
o previous regional cultural resource investigations
Local libraries, historical societies and informants
o secondary sources, newspapers, historic documents, maps, photographs,
interviews
• Muckleshoot Cultural Resources Program
Schedule: Background research can be started within 3 days of the Notice to Proceed
and can be conducted within a period not to exceed 1 working days.
Exhibit C
Agreement No. AG-C-367
Page 1 of 3
Task 2: Field Study
Archaeological Survey
Archaeological survey with subsurFace investigation will be undertaken in the APE. The
APE will be established by WSDOT. The survey will verify field conditions and identify
areas of ground disturbance. An important part of the fieldwork will be to determine the
relationship of previously recorded sites (background research) to the property
boundaries and to document the specific location of any newly discovered cultural
resources.
The archaeological survey will include the following elements:
Systematic pedestrian survey of only the archaeological APE and immediately
adjacent areas.
A maximum of 25 shovel probes will be excavated in the APE. The shovel
probes investigations will be conducted as follows:
o Shovel probes that will be excavated to the maximum extent possible
(generally 1 m).
o Each shovel probe will be supplemented by auger to reach depths not
feasible with shovel alone. It is expected that shovel and auger probes
together will reach a depth of at least 2.0 m.
o All excavated materials will be screened through 1/4" mesh.
o A soil profile will be recorded for each of the excavated probes and the
locations of all probes will be recorded on a survey map.
o The Field Director will keep a daily log of activities, with photographs.
Schedule: With a Field Director and a Field Archaeologist, assuming a maximum of 25
shovel/auger probes, we expect that we can mobilize, conduct the shovel probing, and
demobilize to complete the fieldwork within 5 days.
Architectural Inventory
The historic properties inventory will include a visual assessment, photographs, and
field notes of the resources that were listed as contributing to the historic site in the
NRHP nomination including the building, structures, orchard, fencing, roads, and open
spaces. An important part of the fieldwork will be to verify the condition of the
structures and their relationship to the proposed Project.
Schedule: With out team of Architectural Historians we expect that we can mobilize,
conduct the survey and demobilize to complete the fieldwork within 1 day.
The field surveys will be conducted under the following conditions:
Exhibit C
Agreement No. AG-C-367
Page 2 of 3
• Access to all properties to be investigated will be arranged by the White River
Valley Museum.
• The White River Valley Museum will provide detailed construction plans for all
proposed construction activities before the start of the field survey.
• If any human remains are found, they will be left in situ until consultation
regarding the remains with the SHPO, the affected tribes, and other
stakeholders, has been completed.
Task 3: Reporting and Recommendations
The results of these investigations will be presented in a technical report suitable for
submission by the client to DAHP, WSDOT, appropriate tribal governments, other
agencies and other concerned parties. The report will present the results of archival
and field investigations, make assessment as to the effects on the historic or prehistoric
resources, make monitoring recommendations as appropriate, and will include
recommendations for ways to avoid or minimize damage to any prehistoric or historic
properties discovered. Due to confidentiality requirements for archaeological site
location, distribution of the report may be restricted.
The technical report will include the following elements:
• Project purpose
• Study Methods
• Results of archival research
• Results of field investigations
• Recommendations regarding
o ways to avoid or minimize damage to any existing or discovered pre-
historic or historic properties
0 other recommendations as appropriate
Schedule: The draft technical report will be submitted as a pdf file within 30 calendar
days after the completion of fieldwork. After client review, ENTRIX will address review
comments and resubmit a revised report within 10 days. ENTRIX will produce the final
report and submit it to the client in pdf and hardcopy format.
Task 4: Project Management
ENTRIX will coordinate with White River Valley Museum to receive project maps,
provide access to the property, prepare a report, and invoicing.
Exhibit C
Agreement No. AG-C-367
Page 3 of 3
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 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) (i.e.: a certain task) until we can get an
amendment in place.
• Invoices for previous year are due by January 15ch
• For grant/special funded projects there might be other special information needed,
reference the LAG manual.
Consultant Invoices
Agreement No. AG-C-367
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, 2008
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., Civii 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
C(1NTRACT RRFAKn()WN
$ 2,860,00
$ 3,681.49
Task
Amount
Authorized
Prior Invoiced
This Invoice
Total invoiced
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 1/10/01 for Mechanical Engineer task in the amount of
$2,000.00.
Consultant Invoices
Agreement No. AG-C-367
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