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HomeMy WebLinkAboutLandau Associates AG-C-259 A~.I~.1 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. --------------------------------------------------------------- Agreement for Professional Services AG-C-259 February 6, 2006 Page 1 of 11 "_,~.,._w.._,. _.__.__.w__ 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 --------------------------------------------------------------- Agreement for Professional Services AG-C-259 February 6, 2006 Page 2 of 11 ~'--* '-"."-"'-"-""--..-.---.--- "-. .~ 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. --------------------------------------------------------------... Agreement for Professional Services AG-C-259 February 6, 2006 Page 3 of 11 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 --------------------------------------------------------------- Agreement for Professional Services AG-C-259 February 6, 2006 Page 4 of 11 . -...---.-....--.......-.-.--.,..,.-..-..----. 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. --------------------------------------------------------------- Agreement for Professional Services AG-C-259 February 6. 2006 Page 5 of 11 _w,_,...__~_____. .__ .,"" ___._ ~--~---'- 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. --------------------------------------------------------------- Agreement for Professional Services AG-C-259 February 6, 2006 Page 6 of 11 ~.~._. _. M'__' _____ 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 --------------------------------------------------------------- Agreement for Professional Services AG-C-259 February 6, 2006 Page 7 of 11 ._.~- 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. --------------------------------------------------------------- Agreement for Professional Services AG-C-259 February 6, 2006 Page 8 of 11 -~~"... ..- ~-------_.--- _.._--~-.---. 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 --------------------------------------------------------------- Agreement for Professional Services AG-C-259 February 6, 2006 Page 9 of 11 ~_._.._._^_...' ... ...~._---- -- 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-259 February 6, 2006 Page 1 0 of 11 _.._---_._--"~._-~_.,- ~~: ,6 ---.. 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 # --------------------------------------------------------------- Agreement for Professional Services AG-C-259 February 6, 2006 Page 11 of 11 ~~-~--~---"'~..-" '.-, ---,.,-- -...,-_..~-,_.. " 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 ~,.. -- -------.'" ------.--" 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 .~~."- - - " "------- ~ 8 0 '" <D ~ '" ::J c: leaend .!!l " ~ 0 Piezometer Locations .. c: 0 D North Parcel 1; .Q 1i .. E ~ il: ~ 0 I 0 400 800 u I ,I I I w ..., 0 Scale in Feet '" 0.. ~ ~ Auburn Environmental Park Figure 14 lANDAU Auburn, Washington South Site Piezometer Locations 1 AsSOCIATES "~- -.._-. " ,.' " w',. .___.________ '-"- -~~- ~_.. ___ w.-...-- \ , - I . - -- . . - . . I -- I I I .' . . I - I 1:.:.11 - . . - I II- , 'I '- I '_ -: -- =: .". :::I ~ -- - - - - ~ - . . Auburn Environmental Park North Site Piezometer Locations .- Auburn, Washington .. . 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 --.- -.~._~ 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 -.-..- ."----- -.---- 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 ..--..-.--..----..-..-..-..-..----..--.-.--..----..-..-..-..-..----..-..-.--..-..-..-..-..-..-..-..-..-.--..-"-"-"_"_"_n_.._.._.._.._.._.__.._.._.__.._.._.._.._.._.._.._.._.._.._.__.._.._.._.._ _!Q!~~_.~Y~..!~~~.!~YP~-~.~_._.._n_u_n____n____n_.._n_.._n_n_.._n____n_.._n_n_'__u_'__u_u_,__u_'._n__._.._n_.._u_h_"_'~_'_~!~~~_:~~'_u_u____ 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 0-__.. ~