HomeMy WebLinkAboutLandau Associates AG-C-259
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AGREEMENT FOR PROFESSIONAL SERVICES
AG-C-259
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 Landau Associates, a corporation, whose address is 130 2nd Avenue
South, Edmonds, WA 98020, 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
October 1, 2006.
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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Agreement for Professional Services AG-C-259
February 6, 2006
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3. COMPENSATION.
The total compensation for this Agreement shall be lump sum and shall not
exceed $10,165, as outlined by Task in Exhibit B.
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 CONSUL T ANT 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 CONSUL T ANT
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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Agreement for Professional Services AG-C-259
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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
CONSUL T ANT 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 CONSUL T ANT 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.
CONSUL T ANT 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
CONSUL TANT, its agents, representatives, or employees.
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Agreement for Professional Services AG-C-259
February 6, 2006
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CONSUL T ANT'S maintenance of insurance as required by the Agreement shall
not be construed to limit the liability of the CONSUL T ANT to the coverage provided by
such insurance, or otherwise limit the City's recourse to any remedy available at law or
in equity.
CONSUL T ANT 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
CONSUL T ANT had employees. However, the parties agree that a
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Agreement for Professional Services AG-C-259
February 6, 2006
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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 CONSUL T ANT'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 CONSUL T ANT 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
CONSUL T ANT has fully complied with this section.
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Agreement for Professional Services AG-C-259
February 6. 2006
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9. NONDISCRIMINATION.
The CONSUL T ANT 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 CONSUL T ANT 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 (collectively, instruments of service), shall belong to and shall
remain the property of the CITY OF AUBURN. Any re-use of such instruments of
service for purposed other than as addressed by this Agreement and attached Scope
and Services shall be without liability to CONSUL T ANT. In addition, the
CONSUL T ANT 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 CONSUL T ANT 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.
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Agreement for Professional Services AG-C-259
February 6, 2006
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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 U(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
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Agreement for Professional Services AG-C-259
February 6, 2006
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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 CONSUL T ANT
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 CONSUL T ANT 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 CONSUL T ANT 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 CONSUL T ANT 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.
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Agreement for Professional Services AG-C-259
February 6, 2006
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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 attorney's 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 Charlie Cunniff 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 Landau Associates
Attn: Aaron C. Nix, M.P.A. Attn: Diane Brewster
25 W Main Street 130 2nd Avenue South
Auburn WA 98001 Edmonds, WA 98020
Phone: 253.288.7432 Phone: 425.329.0309
Fax: 253.804.3114 Fax: 425.778.6409
E-mail: anix@auburnwa.qov E-mail:d brewster@landauinc.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
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Agreement for Professional Services AG-C-259
February 6, 2006
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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.
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Agreement for Professional Services AG-C-259
February 6, 2006
Page 1 0 of 11
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Pete B Lewis, Mayor
Date ---.fEe ? 1 2006
ATTEST:
JDatuDi c~~J
Dar1telle E. Daskam, City Clerk
Landau Associates
BY:~ ~L
, 2l.."'Cl- ~ r-Il-W s-le r
Title: Senior Wetland Ecoloqist
Federal Tax 10 #
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Agreement for Professional Services AG-C-259
February 6, 2006
Page 11 of 11
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EXHIBIT A
SCOPE OF WORK
Installation of seven shallow piezometers at the Auburn Environmental Park (Park) in
Auburn, Washington, to monitor groundwater levels to characterize wetland hydrology. Work
includes characterizing wetland recharge such as response to precipitation patterns, storm
events, and stormwater runoff; characterizing wetland discharge such as flow to nearby creeks,
ditches and drainage features, and evapotranspiration loss; and documenting hydraulic trends
in the wetland over time. The following are to be assumed:
. Water levels are near the ground surface during the winter
. Water levels fluctuate less than 5 ft annually
. Access to piezometer locations is restricted
The Park consists of separate north and south habitat areas. The following piezometer
locations have been tentatively identified by the CONSULTANT: Three piezometer locations in
the south habitat area, and four locations in the north habitat area. Locations are shown on the
attached Figure 1 (south habitat area) and Figure 2 (north habitat area).
Each piezometer will be installed to a depth of approximately 6 ft. The upper 3 or 4 ft
will be drilled with a portable power auger with a 6-inch flight to accommodate a surface
completion. The remaining portion of the boring will be advanced with a 2 ~-inch hand auger.
The installed piezometer will be 1 ~-inch PVC. A 0.010 slot screen 2-ft in length will be
installed at each location. A Colorado 10-20 sand pack (or equivalent) will be installed around
the piezometer to a height of 1 ft above the top of screen. Bentonite chips will be installed to a
depth of 1 ft below ground surface (BGS). A cement surface seal will be installed from
approximately 1 ft BGS to the surface; the surface seal will be mounded around the piezometer
so that water slopes away from the piezometer. The PVC piezometer casing will stick up
approximately 5 ft above ground surface so that surface inundation does not cover the top of
the piezometer. A lockable compression fitting will be installed to cap the piezometer. The
outside of the casing stickup will be marked in tenths of feet so that water depth around the
piezometer can be read during winter high water periods. The proposed piezometer design
varies in a few respects from the Washington Minimum Standards for Construction and
Maintenance of Wells (WAC 173-360). Specifically, the annular space may be less than the
Exhibit A
Agreement No. AG-C-259
Page 1 of 2
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required 2 inches and the surface completion will not have a protective monument. These
design details have been discussed between the CONSULTANT and the Washington State
Department of Ecology (DOE) and DOE indicated that they would be willing to issue a variance
from the well regulations for these installations. Piezometers will be installed in general
accordance with the U.S. Army Corps of Engineers Technical Standard for Water-Table
Monitoring of Potential Wetland Sites (June 2005).
CONSULTANT will be responsible for getting a variance for the piezometers from the
Department of Ecology. It is anticipated that the piezometer installations will take two
individuals 2 to 3 days to complete. One of these individuals must be a licensed engineer.
Utility locate services will not be necessary. Once the piezometers are completed, they will be
surveyed so water levels can be evaluated to a common datum. CONSUL T ANT will collect a
single round of water levels in each piezometer after the final piezometer is installed. The City
will assume responsibility for collecting water levels on a regular basis. Field data will be
presented in a letter report along with a map of piezometer locations, survey data, and boring
and installation logs of each piezometer.
Exhibit A
Agreement No. AG-C-259
Page 2 of 2
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14 lANDAU Auburn, Washington South Site Piezometer Locations 1
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EXHIBIT B
FEE SCHEDULE
Planning and Coordination $ 1,110
Piezometer Installation $ 5,555
Survey $ 1,900
Reporting $ 1,600
Total $10,165
Exhibit B
Agreement No. AG-C-259
Page 1 of 1
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CONSULTANT INVOICES
CONSUL T ANT 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-115).
. 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 are due by January 15th.
. For grant/special funded projects there might be other special information needed,
reference the LAG manual.
Consultant Invoices
Agreement No. AG-C-268
Page 1 of 2
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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 Hours Hourly Rate Amount
Mike Jones, Principal in Charae 1 $ 125.00 $ 125.00
Carla Maker, Architect 5 $ 72.00 $ 144.00
Joe Smith, Word Processina 10 $ 48.00 $ 480.00
Consultant Personnel Subtotal $ 749.00
Multi Iier Amount
x1.1 $ 7.59
x1.1 $ 33.00
x1.1 $ 31.90
$ 72.49
Consultant Total: $ 821.49
SUB CONSULTANTS (see attached documentation)
Subconsultant Hours Hourly Rate Amount
ABC Environmental, Inc., Civil Enaineer 10 $ 100.00 $ 1,000.00
Electrical Consultina, Electrical Enaineer 5 $ 100.00 500.00
Mechanical Solutions, Mechanical Enaineer 10 $ 100.00 MRF 1,000.00
Movina Company, Movina Consultant 2 $ 50.00 100.00
Subconsultant Subtotal $ 2,600.00
Subtotal x 1.1 Multiplier $ 2,860.00
Subconsultant Total: $ 2,860.00
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CONTRACT BREAKDOWN
Amount Total Invoiced % % Amount
Task Authorized Prior Invoiced This 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 1,0000.00 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-268
Page 2 of 2
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