HomeMy WebLinkAboutEcological Solutions Inc AG-C-234
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AGREEMENT FOR PROFESSIONAL SERVICES
AG-C-234
THIS AGREEMENT made and entered into by and between the CI1Y OF
AUBURN, a Municipal Corporation in King County, Washington, hereinafter referred to
as "CITY" and with, Ecological Solutions, Inc. whose address is 4013 32"d Avenue
West, Seattle, Washington, 98119, hereinafter referred to as "CONSUL TA.NT",
In consideration of the covenants and conditions of this Agreement, the parties
hereby agree as follows:
1. SCOPE OF WORK.
See Exhibit A, attached and by this reference made 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
December 31,2004.
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 govemmental 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.
The CONSULTANT shall be paid a lump sum payment, per task, by the CITY
based upon the fee included with each task identified in Exhibit A. The CITY' shall
make payments to the CONSULTANT upon approval of work completed for each task.
Summaries of the task lump sum fees are:
Agreement for Professional Services AG-C-234
April 26, 2004
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Task 1 - Maintenance Monitoring: $1,500.00
Task 2 - Annual Mitigation Monitoring: $750.00
Task 3 - Annual Monitoring Report: $2,400.00
Compensation shall include all consultant expenses including, but nl)t limited to,
overhead, profit, and direct non-salary costs, including reproduction fees,
communication fees, and mileage. The CONSULTANT shall submit an itemized
invoice to the CITY prior to payment in a form similar to that attached as Exhibit B of
this Agreement. The lump sum fee shall not exceed that amount shown on each task
and the total amount of the Agreement is not to exceed $4,650.00.
In the event services are required beyond those specified in the ScolPe 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 expEinded on
such services.
4. RESPONSIBIJ-ITY 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 CONSUL.TANT shall
perform its services to conform to generally accepted professional engineeriing and
environmental documentation 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
Agreement for Professional Services AG-C-234
April 26, 2004
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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 indemnify and hold the CITY and its officelr5 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; providl~d 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 c:laims or
suits are caused by or result from the concurrent negligence of (a) the CONlSUL TANT'S
agents or employees and (b) the CITY, their agents, officers and employeeis, 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 ne~gligence of
the CONSULTANT'S agents or employees. The provisions of this section s,hall survive
the expiration or termination of this Agreement.
6. INDEPENDENT CONTRACTOR/ASSIGNMENT.
The parties agree and understand that the CONSULTANT is an independent
contractor and not the agent or employee of the CITY and that no liability shall attach to
the CITY by reason of entering into this Agreement except as otherwise provided
herein. The parties agree that this Agreement may not be assigned in whol19 or in part
without the written consent of the CITY.
Agreement for Professional Services AG-C-234
April 26, 2004
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7. INSURANCE.
CONSULTANT shall procure and maintain for the duration of this A~lreement,
commercial general liability insurance against claims for injuries to persons or damage
to property which may arise from or in conjunction with services provided to the CITY by
the CONSULTANT, its agents, employees or subcontractors, under this Agreement.
The CONSULTANT agrees to provide commercial general liability insurance and shall
maintain liability limits of no less then ONE MILLION DOLLARS ($1,000,000) per
occurrence and ONE MILLION DOLLARS ($1,000,000) general aggregate. The
CONSULTANT shall also provide and maintain professional liability covera!~e in the
minimum liability limits of ONE MILLION DOLLARS ($1,000,000) per claim and TWO
MILLION DOLLARS ($2,000,000) aggregate.
The general liability coverage shall also provide that the CITY, its officers,
employees and agents are to be covered as additional insured as respects: Liability
arising out of the services or responsibilities performed by or under obligation of the
CONSULTANT under the terms of this Agreement, by the CONSULTANT, its
employees, agents and subcontractors.
Both the general liability and professional liability coverage shall provide that the
CONSULTANT'S insurance coverage shall be primary insurance as respects the CITY,
its officials, employees and agents. Any insurance or self insurance maintained by the
CITY, its officials, employees or agents shall be excess to the CONSUL TAt 'lIT'S
insurance and shall not contribute with it. Each insurance policy required b)' this
section of the Agreement shall be endorsed to state that coverage shall not be
suspended, voided, or canceled except when thirty (30) days prior written notice has
been given to the CITY by certified mail retum receipt requested. All insurance shall be
obtained from an insurance company authorized to do business in the State of
Agreement for Professional Services AG-C-234
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Washington. The CONSULTANT agrees to provide copies of the certificat,es of
insurance to the CITY specifying the coverage required by this section within 14 days of
the execution of this Agreement. The CITY reserves the right to require thlit complete,
certified copies of all required insurance policies be submitted to the CITY lit any time.
The CITY will pay no progress payments under Section 3 until the CONSUIL T ANT has
fully complied with this section.
8. NONDISCRIMINATION.
The CONSULTANT may not discriminate regarding any services or lictivities to
which this Agreement may apply directly or through contractual, hiring, or other
arrangements on the grounds of race, color, creed, religion, national origin, sex, age, or
where there is the presence of any sensory, mental or physical handicap.
9. OWNERSHIP OF RECORDS AND DOCUMENTS.
The CONSULTANT agrees that any and all drawings, computer discs,
documents, records, books, specifications, reports, estimates, summaries Bind such
other information and materials as the CONSULTANT may have accumulated,
prepared or obtained as part of providing services under the terms of this A~greement 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
Agreement for Professional Services AG-C-234
April 26, 2004
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specified in this Section and information compiled in providing services to the CITY
under the terms of this Agreement.
10. CERTIFICATION REGARDING DEBARMENT, SUSPENSION. AND
OTHER RESPQNSIBILlTY MATTERS-PRIMARY COVERED TRANSACTIIONS.
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 contra(:t under a
public transaction; violation of federal or state antitrust statues or commission
of embezzlement, theft, forgery, bribery, falsification or destruction of records,
making false statements, or receiving stolen property;
(c) Are not presently indicted for or otherwise criminally or civilly charged by a
governmental entity (federal, state, or local) with commission of any of the
offenses enumerated in paragraph "(b)" ofthis 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 (If the
statements in this certification, such prospective participant shall attach an Eixplanation
to this proposal.
Agreement for Professional Services AG-C-234
April 26. 2004
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11. TERMINATION OF AGREEMENT.
This Agreement may be terminated by either party upon twenty (20) days written
notice to the other party, and based upon any cause. In the event of termination due to
the fault of other(s) than the CONSULTANT, the CONSULTANT shall be paid by the
CITY for services performed to the date of termination.
Upon receipt of a termination notice under the above paragraph, the
CONSULTANT shall (1) promptly discontinue all services affected as directed by the
written notice, and (2) deliver to the CITY all data, drawings, specifications, reports,
estimates, summaries, and such other information and materials as the CONSULTANT
may have accumulated, prepared or obtained in performing this Agreement, whether
completed or in process.
12. GENERAL PROVISIONS.
12.1. This Agreement shall be governed by the laws, regulations and ordinances
of the City of Auburn, the State of Washington, King County, and where applicable,
Federal laws.
12.2. All claims, disputes and other matters in question arising out of, or relating
to, this Agreement or the breach hereof, except with respect to claims which have been
waived, will be decided by a court of competent jurisdiction in King County, Washington.
Pending final decision of a dispute hereunder, the CONSULTANT and the CITY shall
proceed diligently with the performance of the services and obligations herein.
12.3. In the event that any dispute or conflict arises between the parties while
this Agreement is in effect, the CONSULTANT agrees that, notwithstanding such
dispute or conflict, the CONSULTANT shall continue to make a good faith effort to
cooperate and continue work toward successful completion of assigned duties and
responsibilities.
Agreement for Professional Services AG-C-234
April 26, 2004
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12.4. The CITY and the CONSULTANT respectively bind themselvEls, their
partners, successors, assigns, and legal representatives to the other party 10 this
Agreement with respect to all covenants to this Agreement.
12.5. This Agreement represents the entire and integrated AgreemEmt between
the CITY and the CONSULTANT and supersedes all prior negotiations, representations
or agreements either oral or written. This Agreement may be amended only by written
instrument signed by both the CITY and the CONSULTANT.
12.6. Should it become necessary to enforce any term or obligation of this
Agreement, then all costs of enforcement including reasonable attorneys fees and
expenses and court costs shall be paid to the substantially prevailing party.
12.7. The CONSULTANT agrees to comply with all local, state and Ifederallaws
applicable to its performance as of the date of this Agreement.
12.8. If any provision of this Agreement is invalid or unenforceable, the
remaining provisions shall remain in force and effect.
12.9. This Agreement shall be administered by Scott Luchessa, on behalf of the
CONSULTANT, and by the Mayor of the CITY, or designee, on behalf of thl~ CITY. Any
written notices required by the terms of this Agreement shall be served on or mailed to
the following addresses:
City of Auburn Ecological Solutions, Inc.
Attn: William S. Helbig, P.E. Attn: Scott Luchessa
25 W Main Street 4013 - 32"d Avenue West
Auburn WA 98001 Seattle, WA 98199
Phone: 253.288.3142 Phone: 206.285.3015
Fax: 253.931.3053 Fax: 206.283.0323
E-mail: whelbig@ci.auburn.wa.us E-mail: ecologicalsolutions@se!anet.com
13.10. All notices or communications permitted or required to be givEm 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
Agreement for Professional Services AG-C-234
April 26, 2004
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duly given if mailed by certified mail, return receipt requested, and addressed to the
address for the party set forth in 12.9, or if to such other person designated by a party
to receive such notice. It is provided, however, that mailing such notices or
communications by certified mail, return receipt requested is an option, not a
requirement, unless specifically demanded or otherwise agreed.
Any party may change his, her, or its address by giving notice in writing, stating
his, her, or its new address, to any other party, all pursuant to the procedur'e set forth in
this section of the Agreement.
12.11. This Agreement may be executed in multiple counterparts, e;ach 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-234
April 26, 2004
Page 9 of 10
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,
Peter B LewIs, Mayor
Date .5 -!trOY
ATTEST:
~~~
Danielle E. Daskam, City Clerk
APPROVED AS TO FORM:
ECOLOGICAL SOLUTIONl~. INC.
BY: A*~~
Title:~
Federal Tax 10 #
File: H:\ConsultantslAgreements\2004IAGC234 Agreement (Eco Solutions).doc
Agreement for Professional Services AG-C-234
April 26, 2004
Page 10 of 10
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Exhibit A
SCOPE OF SERVICES
Project PR548
B Street NW Mitigation Monitoring
The identified Scope of Services allows the continuation of wetland mitigation monitoring to help
ensure that the completed mitigation continues to mature and meet specific perfOlrlllance
standards as required in the Section 401 Water Quality Certification and Individuall Section
404/10 permit conditions. During 2004, specific tasks include those identified in this Scope of
Services.
Task 1 - Maintenance Monitorina
Conduct a total of up to four maintenance monitoring and follow-up maintenance monitoring
events (two each) to ensure proper maintenance is being completed. Each monit1oring event
will:
. Identify maintenance needs
. Direct maintenance actions performed by Westwater Construction's maintlmance
workers
. Document that maintenance recommendations have been properly implemented
. Prepare documentation of maintenance actions for the permitting files.
Maintenance recommendations include replacing dead or dying plants, control of invasive
species, and determining mulching and watering needs. All of these actions will promote
control of invasive species and survival and growth of native plants. Additionally, these site
inspections will allow the documentation of wetland hydrology, wildlife use, and functions of the
enhanced wetland. All of these observations are integrated into the annual monitoring report
identified in Task 3.
It is assumed that each monitoring event will be no more than 4 hours, including tr,avel to and
from the site and instructing Westwater Construction on maintenance needs. Maintenance
instructions typically involve faxing maps identifying locations of specific maintenance needs
and follow-up conversations.
Task 1 Lump Sum Fee: $1,500.00
Task 2 - Annual Mitiaation Monitorina
Complete annual mitigation monitoring as specified in the final approved mitigation and
mitigation monitoring plan. This will include documenting area coverage of native l~nd invasive
plant species along established monitoring transects and sample plots. Photographs will be
taken at established photopoints identified in the monitoring plan. All of these data and
observations of wildlife use and completed maintenance will be integrated into the annual
monitoring report. It is assumed that the monitoring can be completed in one 8-hour day by
one scientist.
Task 2 Lump Sum Fee: $750.00
Agreement for Professional Services AG-C-234
Apri126,2004
Exhibit A
Page 1 of2
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Task 3 - Annual Monltorina ReDort
Prepare the annual mitigation monitoring report to comply with permit requirements. The report
will include all elements specified in the final approved mitigation and mitigation monitoring plan.
Copies of the report will be submitted to the City and regulatory agencies as required by permit
conditions. A total of six bound copies of the monitoring report will be produced (:! for Ecology,
2 for the City, and 1 for the US Army Corps of Engineers). Costs include report rElproduction,
preparation of graphics, and postage.
Task 3 Lump Sum Fee: $2,400.00
Agreement for Professional Services AG-C-234
April 26, 2004
Exhibit A
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Exhibit B
CONSULTANT INVOICES
Consultant shall submit a sample invoice to the City for approval of form prior to first payment
request. 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.
. Intemal invoice number and/or sequential numeric number (i.e.: progress payment # 10).
. Invoice date.
. Period of time invoice covers.
. Consultant Agreement # (Le.: AG-C-234).
. Project number(s) listed (Le.: PR548).
. City's project manager listed.
. Task budget summary including authorized amount, percent complete. amount spent,
amount remaining.
. Previous and remaining 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).
. Invoices for previous year are due by January 15th
Agreement for Professional Services AG-C-234
April 26, 2004
Exhibit B
Page 1 of 1
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AMENDMENT #1 TO AGREEMENT NO. AG-C-234 BETWEEN
THE CITY OF AUBURN AND ECOLOGICAL SOLUTIONS
RELATING TO PROJECT NO. PR 548,
B STREET NW WETLAND MITIGATION
fr
THIS AMENDMENT is made and entered into this .31 day of OU~
2005, by and between the CITY OF AUBURN, a municipal corporati of the Sta of'
Washington (hereinafter referred to as the "CITY"), and Ecological utions
(hereinafter referred to as the "CONSUL TANT") , as an Amendment to the Agreement
between the parties for AG-C-234 executed on the 6th day of May, 2004.
The changes to the agreement are described as follows:
1. CONTRACT TERM: The term of the Agreement for Professional Services is
extended to March 31, 2005.
2. SCOPE OF WORK: There is no change in the scope of work.
3. COMPENSATION: There is no change to the amount authorized in the original
agreement.
REMAINING TERMS UNCHANGED: That all other provisions of the Agreement
between the parties for AG-C-234 executed on the 6th day of May, 2004, shall remain
unchanged, and in full force and effect.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
day and year first above written.
ECOLOGICAL SOLUTIONS
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- '-~
By:
Authorized signature er B. Lewis, Mayor
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Amendment No. 1 for Agreement No. AG-C-234
Ecological Solutions
Page 1 of2
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ATTEST (Optional): ATTEST:
By ~ _~ ~~..~
Its, - ~.~ "'""", E. OMk"". Auburn C", CI,~
Approved as to form (Optional):
Attorney for (Other Party)
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Amendment No. 1 for Agreement No. AG-C-234
Ecological Solutions
Page 2 of 2