HomeMy WebLinkAboutNorthwest Management Systems AG-S-010
A~.l(o-l'
CITY OF AUBURN
AGREEMENT FOR SERVICES
AG-S-OIO
THIS AGREEMENT made and entered into on this I,}!;;- day of ~ ~ '
2006, by and between the City of Auburn, a municipal corporation of the State of W hington,
hereinafter referred to as "City" and Northwest Management Systems, a sole proprietor, whose
address is 3302 N 7th Street Tacoma, W A, 98406, hereinafter referred to as the "Provider."
WITNESSETH:
WHEREAS, the City is in need of the services of individuals, employees or firms for the
2006 Pavement Management Program Update; and,
WHEREAS, the City desires to retain the Provider to provide said services in connection
with the Update; and,
WHEREAS, the Provider is qualified and able to provide services in connection with the
City's needs for the above-described work, and is willing and agreeable to provide such services
upon the terms and conditions herein contained.
NOW, THEREFORE, the parties hereto agree as follows:
1. Scope of Services.
The Provider agrees to perform in a good and professional manner the tasks described on
Exhibit "A" which is attached hereto and by this reference made a part ofthis Agreement.
(The tasks described on Exhibit "A" shall be individually referred to as a "task," and
collectively referred to as the "services.") The Provider shall perform the services as an
independent contractor and shall not be deemed, by virtue of this Agreement and the
performance thereof, to have entered into any partnership, joint venture, employment or
other relationship with the City.
2. Additional Services.
In the event additional services with respect to related work are required beyond those
specified in the Scope of Work, and not included in the compensation listed in this
Agreement, a contract amendment shall be set forth in writing and shall be executed by
the respective parties prior to the Provider's performance of the services there under,
except as may be provided to the contrary in Section 3 of this Agreement. Upon proper
completion and execution of an Amendment (agreement for additional services), such
Amendment shall be incorporated into this Agreement and shall have the same force and
effect as if the terms of such Amendment were a part of this Agreement as originally
executed. The performance of services pursuant to an Amendment shall be subject to the
terms and conditions of this Agreement except where the Amendment provides to the
contrary, in which case the terms and conditions of any such Amendment shall control.
In all other respects, any Amendment shall supplement and be construed in accordance
with the terms and conditions of this Agreement.
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3. Performance of Additional Services Prior to Execution of an Amendment.
The parties hereby agree that situations may arise in which services other than those
described on Exhibit "A" are desired by the City and the time period for the completion
of such services makes the execution of Amendment impractical prior to the
commencement of the Provider's performance of the requested services. The Provider
hereby agrees that it shall perform such services upon the written request of an authorized
representative of the City pending execution of an Amendment, at a rate of compensation
to be agreed to in connection therewith. The invoice procedure for any such additional
services shall be as described in Section 7 of this Agreement.
4. Provider's Representations.
The Provider hereby represents and warrants that the Provider has all necessary licenses
and certifications to perform the services provided for herein, and is qualified to perform
such services.
5. City's Responsibilities.
The City shall do the following in a timely manner so as not to delay the services of the
Provider:
a. Designate in writing a person to act as the City's representative with respect to the
services. The City's designee shall have complete authority to transmit
instructions, receive information, interpret and define the City's policies and
decisions with respect to the services.
b. Furnish the Provider with all information, criteria, objectives, schedules and
standards for the project and the services provided for herein.
c. Arrange for access to the property or facilities as required for the Provider to
perform the services provided for herein.
d. Examine and evaluate all studies, reports, memoranda, plans, sketches, and other
documents prepared by the Provider and render decisions regarding such
documents in a timely manner to prevent delay of the services.
6. Acceptable Standards.
The Provider shall be responsible to provide, in connection with the services
contemplated in this Agreement, work products and services of a quality and professional
standard acceptable to the City.
7. Compensation.
As compensation for the Provider's performance of the services provided for herein, the
City shall pay the Provider the fees and costs specified on Exhibit "B" which is attached
hereto and by this reference made a part of this Agreement (or as specified in an
Amendment). The Provider shall submit to the City an invoice or statement of time spent
on tasks included in the scope of work provided herein, and the City shall process the
invoice or statement in the next billing/claim cycle following receipt of the invoice or
statement, and shall remit payment to the Provider thereafter in the normal course,
subject to any conditions or provisions in this Agreement or Amendment. The
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Agreement number must appear on all invoices submitted. The not-to-exceed amount for
this agreement is $36,000.
8. Time for Performance and Term of Agreement.
The Provider shall not begin any work under this Agreement until authorized in writing
by the City. The Provider shall perform the services provided for herein in accordance
with the direction and scheduling provided on Exhibit "A" attached hereto and
incorporated herein by this reference, unless otherwise agreed to in writing by the parties.
The Term of this Agreement shall terminate on December 31, 2006.
9. Ownership and Use of Documents.
All documents, reports, memoranda, diagrams, sketches, plans, surveys, design
calculations, working drawings and any other materials created or otherwise prepared by
the Provider as part of his performance of this Agreement (the "Work Products") shall be
owned by and become the property of the City, and may be used by the City for any
purpose beneficial to the City.
10. Records Inspection and Audit.
All compensation payments shall be subject to the adjustments for any amounts found
upon audit or otherwise to have been improperly invoiced, and all records and books of
accounts pertaining to any work performed under this Agreement shall be subject to
inspection and audit by the City for a period of up to three (3) years from the final
payment for work performed under this Agreement.
11. Continuation of Performance.
In the event that any dispute or conflict arises between the parties while this Contract is in
effect, the Provider agrees that, notwithstanding such dispute or conflict, the Provider
shall continue to make a good faith effort to cooperate and continue work toward
successful completion of assigned duties and responsibilities.
12. Administration of Agreement.
This Agreement shall be administered by Paul Sachs on behalf of the Provider, and by
the Mayor of the City, or designee, on behalf ofthe City. Any written notices required by
the terms of this Agreement shall be served on or mailed to the following addresses:
City of Auburn
Laura Philpot
Traffic Engineer
25 W Main St
Auburn, W A 98001-4998
Phone: 253.288.7447
Fax: 253.931.3053
E-mail: lphilpot@auburnwa.gov
Northwest Management Systems
Paul Sachs
Sole Proprietor
3302 N 7th St
Tacoma WA 98406
Phone: 253-219-8904
Fax: 253-759-1728
E-mail: PESachs@aol.com
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13. Notices.
All notices or communications permitted or required to be given under this Agreement
shall be in writing and shall be deemed to have been duly given if delivered in person or
deposited in the United States mail, postage prepaid, for mailing by certified mail, return
receipt requested, and addressed, if to a party of this Agreement, to the address for the
party set forth above.
Either party may change his, her or its address by giving notice in writing, stating his, her
or its new address, to the other party, pursuant to the procedure set forth above.
14. Insurance.
The Provider 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 Provider, or the Provider's
agents, representatives, employees, or subcontractors.
Provider's maintenance of insurance as required by the Agreement shall not be construed
to limit the liability of the Provider to the coverage provided by such insurance, or
otherwise limit the City's recourse to any remedy available at law or in equity.
The Service Provider shall obtain insurance of the types described below:
a. Automobile Liability insurance, covering all owned, non-owned, hired and leased
vehicles. 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. Provider shall
maintain automobile insurance with minimum combined single limit for bodily injury
and property damage of $1,000,000 per accident.
b. Commercial General Liability insurance shall be written on ISO occurrence form CG
00 Oland shall cover liability arising from premises, operations, independent
contractors, products-completed operations, stop gap liability, personal injury and
advertising injury, and liability assumed under an insured contract. The Commercial
General Liability insurance shall be endorsed to provide the Aggregate Per Project
Endorsement ISO form CG 25 03 11 85. There shall be no endorsement or
modification of the Commercial General Liability insurance for liability arising from
explosion, collapse or underground property damage. The City shall be named as an
insured under the Contractor's Commercial General Liability insurance policy with
respect to the work performed for the City using ISO Additional Insured endorsement
CG 20 10 10 Oland Additional Insured-Completed Operations endorsement CG 20
37 10 01 or substitute endorsements providing equivalent coverage. Commercial
General Liability insurance shall be written with limits no less than $1,000,000 each
occurrence, $2,000,000 general aggregate, and a $2,000,000 products-completed
operations aggregate limit.
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c. Worker's Compensation coverage as required by the Industrial Insurance laws of the
State of Washington if, and at such time as, the sole proprietor hires any employees.
The insurance policies are to contain, or be endorsed to contain, the following provisions
for Automobile Liability and Commercial General Liability insurance:
a. The Provider'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 Provider's insurance and shall not contribute with it.
b. The Provider's insurance shall be endorsed to state that coverage shall not be
cancelled by either party, except after 30 days prior written notice by certified mail,
return receipt requested, has been given to the City.
Insurance is to be placed with an authorized insurer in Washington State. The insurer
must have a current A.M. Best rating of not less than A: VII
Provider 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 requirements of the Provider before
commencement of the work.
15. IndemnificationIHold Harmless.
The Provider shall defend, indemnify and hold the City and its officers, officials,
employees, and volunteers harmless from any and all claims, injuries, damages, losses, or
suits including attorney fees, arising out of or in connection with the performance of this
Agreement, except for injuries and damages caused by the sole negligence of the City.
Should a court of competent jurisdiction determine that this Agreement is subject to
RCW 4.24.115, then, in the event ofliability for damages arising out of bodily injury to
persons or damages to property caused by or resulting from the concurrent negligence of
the Provider and the City, its officers, officials, employees, and volunteers, the Provider's
liability hereunder shall be only to the extent of the Provider's negligence. It is further
specifically and expressly understood that the indemnification provided herein constitutes
the Provider's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for
the purposes of this indemnification. This waiver has been mutually negotiated by the
parties. The provisions of this section shall survive the expiration or termination of this
Agreement.
16. Assignment.
Neither party to this Agreement shall assign any right or obligation hereunder in whole or
in part, without the prior written consent of the other party hereto. No assignment or
transfer of any interest under this Agreement shall be deemed to release the assignor from
any liability or obligation under this Agreement, or to cause any such liability or
obligation to be reduced to a secondary liability or obligation.
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17. Nondiscrimination
The Provider 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.
18. Amendment. Modification or Waiver.
No amendment, modification or waiver of any condition, provision or term of this
Agreement shall be valid or of any effect unless made in writing, signed by the party or
parties to be bound, or such party's or parties' duly authorized representative(s) and
specifying with particularity the nature and extent of such amendment, modification or
waiver. Any waiver by any party of any default of the other party shall not affect or
impair any right arising from any subsequent default.
Nothing herein shall limit the remedies or rights of the parties hereto under and pursuant
to this Agreement.
19. Termination and Suspension.
Either party may terminate this Agreement upon written notice to the other party if the
other party fails substantially to perform in accordance with the terms of this Agreement
through no fault of the party terminating the Agreement.
The City may terminate this Agreement upon not less than seven (7) days written notice
to the Provider if the services provided for herein are no longer needed from the Provider.
If this Agreement is terminated through no fault of the Provider, the Provider shall be
compensated for services performed prior to termination in accordance with the rate of
compensation provided in Exhibit "B" hereof.
20. Parties in Interest.
This Agreement shall be binding upon, and the benefits and obligations provided for
herein shall inure to and bind, the parties hereto and their respective successors and
assigns, provided that this section shall not be deemed to permit any transfer or
assignment otherwise prohibited by this Agreement. This Agreement is for the exclusive
benefit of the parties hereto and it does not create a contractual relationship with or exist
for the benefit of any third party, including contractors, sub-contractors and their sureties.
21. Costs to Prevailing Party.
In the event of such litigation or other legal action, to enforce any rights, responsibilities
or obligations under this Agreement, the prevailing parties shall be entitled to receive its
reasonable costs and attorney's fees.
22. Applicable Law.
This Agreement and the rights of the parties hereunder shall be governed by and
interpreted in accordance with the laws of the State of Washington and venue for any
action hereunder shall be in of the county in Washington State in which the property or
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project is located, and if not site specific, then in King County, Washington; provided,
however, that it is agreed and understood that any applicable statute of limitation shall
commence no later than the substantial completion by the Provider of the services.
23. Captions. Headings and Titles.
All captions, headings or titles in the paragraphs or sections of this Agreement are
inserted for convenience of reference only and shall not constitute a part of this
Agreement or act as a limitation of the scope of the particular paragraph or sections to
which they apply. As used herein, where appropriate, the singular shall include the plural
and vice versa and masculine, feminine and neuter expressions shall be interchangeable.
Interpretation or construction of this Agreement shall not be affected by any
determination as to who is the drafter of this Agreement, this Agreement having been
drafted by mutual agreement of the parties.
24. Severable Provisions.
Each provision of this Agreement is intended to be severable. If any provision hereof is
illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect
the validity of the remainder of this Agreement.
25. Entire Agreement.
This Agreement contains the entire understanding of the parties hereto in respect to the
transactions contemplated hereby and supersedes all prior agreements and understandings
between the parties with respect to such subject matter.
26. Counterparts.
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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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
effective the day and year first set forth above.
CITY OF AUBURN
Peter B. Lewis, M~
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Attest:
,DaM~
DanieJ1e Daskam City Clerk
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April 26, 2006
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NORTHWEST MANAGEMENT SYSTEMS
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Signature p L1 "
Name: \ P U L S Ac.-~
Title: ~\eSLtl~Jl+
Signature
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Title:
Attachment A
SCOPE OF WORK
Task A. Kickoff Meetine:
PROVIDER will first meet with the City to kickoff the project. At this kickoff meeting,
PROVIDER will review the technical approach with City staff, and cover any administrative
items that may be necessary. Items to be discussed include:
./ Scope of work
./ Project schedule
./ Budgets
./ Points of contacts
./ Any inventory information that currently exists which has not been entered into the database
Task B. Pavement Condition Surveys & PCI Calculations
PROVIDER will next perform pavement condition surveys on the City's pavement network. A
total of roughly 160 centerline miles will be evaluated. Since this is an update of the 2002
survey all 1,073 sections defined will be evaluated as well as any new sections the City has
added in the prior 4 years. PROVIDER will verify lengths and widths of each section that a
condition survey is performed upon. The distresses present are reflective of the traffic levels, as
well as the environment and climate. Common distresses include alligator cracking, rutting,
distortions, patches and utility cuts as well as weathering and raveling.
The distress types to be collected will include:
. Alligator Cracking
. Longitudinal Cracking
. Transverse Cracking
. Weather and Raveling
. Rutting
. Utility Cuts and Patches
Approximately one sample unit will be inspected for each 1,000 lineal feet of roadway. Any
variation from the established procedures will be to accommodate unique local conditions and
will be reviewed with the City of Auburn. Any areas that are not typical of the entire section will
be inspected and recorded as a special sample unit.
Typically, a one-person crew will perform the condition surveys, except for high speed and high
volume arterials. In these cases, a two-person crew will be utilized.
Attachment A
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The distress data will be recorded in the field on distress survey forms. PROVIDER will be
responsible for providing all equipment necessary for performance of this task. Should City staff
wish to observe Consultant's crews during this task, we will be more than happy to
accommodate your wishes.
All information collected from the condition surveys will then be entered into the MTC
pavement management system database. This task shall be performed at Consultant's office in
order to provide quality control of all data entered into the system. CONSULTANT
recommends this procedure over data entry in the field to avoid errors and to provide backup
forms of all information recorded in the field.
CONSULTANT will then perform the pavement condition index (PC I) calculations using the
MTC pavement management program software, and correct any errors found. The PCI may then
be used in the pavement performance models and in the budgetary analyses.
Attachment A
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Attachment B
Fee Schedule
Provider shall conduct the 2006 Pavement Management Program Update for a lump sum fee of
$36,000.
Attachment B
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