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HomeMy WebLinkAboutGrette Associates LLC AG-C-304~~,. ~~. ~ AGREEMENT FOR PROFESSIONAL SERVICES AG-C-304 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 Grette Associates, LLC, whose address is 2102 North 30th Street, Suite A, Tacoma, WA 98403, 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 September 28, 2007. The established completion time shall not be extended because of any delays attributable to the CONSULTANT, but may be extended by the CITY in the event of a delay attributable to the CITY, or because of unavoidable delays caused by an act of GOD or governmental actions or other conditions beyond the control of the CONSULTANT. A prior supplemental Agreement issued by the CITY is required to extend the established completion time. 3. COMPENSATION. Compensation will be on a time and material basis, not to exceed $13,662.00. Costs will be based on Exhibit B, Phase I which is attached hereto and by this reference made a part of this Agreement. Agreement for Professional Services July 12, 2007 Page 1 of 11 The CONSULTANT shall be paid by the CITY for direct non-salary cost, per attached Exhibit C, at the actual cost to the CONSULTANT plus 10%. Exhibit C is attached hereto and by this reference made a part of this Agreement. These charges may include, but are not limited to the following items: reproduction fees, communication fees, and mileage. The billing for non-salary cost, directly identifiable with the project, shall be submitted as an itemized listing of charges supported by copies of the original bills, invoices, expense accounts and miscellaneous supporting data retained by the CONSULTANT. Copies of the original supporting documents shall be supplied to the CITY upon request. All above charges must be necessary for the services provided under the Agreement. 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. RESPONSIBILITY OF CONSULTANT. The CONSULTANT shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all studies, analysis, designs, drawings, specifications, reports and other services performed by the CONSULTANT under this Agreement. The CONSULTANT shall, without additional compensation, correct or revise any errors, omissions or other deficiencies in its plans, designs, drawings, specifications, reports and other services required. The CONSULTANT shall perform its services to conform to generally-accepted professional environmental engineering standards and the requirements of the CITY. Any approval by the CITY under this Agreement shall not in any way relieve the CONSULTANT of responsibility for the technical accuracy and adequacy of its services. Agreement for Professional Services July 12, 2007 Page 2 of 11 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. 5. INDEMNIFICATION/HOLD HARMLESS. The CONSULTANT shall defend, indemnify and hold the CITY, its officers, officials, volunteers, and employees harmless from and shall process and defend at its own expense any and all claims, injuries, damages, losses, or suits, including attorney fees or equity arising in whole or in part from the acts, errors or omissions of the CONSULTANT in performance of this Agreement, or the CONSULTANT'S negligence or breach of any of its obligations under this Agreement; provided that nothing herein shall require the CONSULTANT to indemnify the CITY against and hold harmless the CITY from claims, demands or suits based solely upon the sole negligence of the CITY, its officers, officials, volunteers, and employees, and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT'S agents or employees and (b) the CITY, its officers, officials, volunteers, or employees, this indemnity provision with respect to (1) claims or suits based upon such negligence, (2) the costs to the CITY of defending such claims and suits, etc., shall be valid and enforceable only to the extent of the CONSULTANT'S negligence or the negligence of the CONSULTANT'S agents or employees. The provisions of this section shall survive the expiration or termination of this Agreement. 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 Agreement for Professional Services July 12, 2007 Page 3 of 11 herein. The parties agree that this Agreement may not be assigned in whole or in part without the written consent of the CITY. 7. INSURANCE. CONSULTANT shall procure and maintain for the duration of this Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the CONSULTANT, its agents, representatives, or employees. CONSULTANT shall obtain insurance of the types and in the amounts described below: 1. 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. 2. 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, its officers, employees and agents shall be named as an insured under the CONSULTANT'S Commercial General Liability insurance policy with respect to the work performed for the CITY. 3. Worker's Compensation coverage as required by the Industrial Insurance laws of the State of Washington. Agreement for Professional Services July 12, 2007 Page 4 of 11 4. 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: 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. The CONSULTANT'S insurance coverage shall be primary insurance as respects the CITY, its officials, employees and agents. Any insurance, self insurance or insurance pool coverage maintained by the CITY, its officials, employees or agents shall be excess of the CONSULTANT'S insurance and shall not contribute with it. Each insurance policy required by this section of the Agreement shall be endorsed to state that coverage shall not be suspended, voided, or cancelled by either party except after thirty (30) days prior written notice has been given to the CITY by certified mail, return receipt requested. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. The CONSULTANT shall furnish the City with original 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 within 14 days of the execution of this Agreement. The CITY reserves the right Agreement for Professional Services July 12, 2007 Page 5 of 11 to require that complete, certified copies of all required insurance policies be submitted to the CITY at any time. The CITY will pay no progress payments under Section 3 until the CONSULTANT has fully complied with this section. 8. NONDISCRIMINATION. The CONSULTANT may not discriminate regarding any services or activities to which this Agreement may apply directly or through contractual, hiring, or other arrangements on the grounds of race, color, creed, religion, national origin, sex, age, or where there is the presence of any sensory, mental or physical handicap. 9. OWNERSHIP OF RECORDS AND DOCUMENTS. The CONSULTANT agrees that any and all drawings, computer discs, documents, records, books, specifications, reports, estimates, summaries and such other information and materials as the CONSULTANT may have accumulated, prepared or obtained as part of providing services under the terms of this Agreement by the CONSULTANT, shall belong to and shall remain the property of the CITY OF AUBURN. In addition, the CONSULTANT agrees to maintain all books and records relating to its operation and concerning this Agreement for a period of six (6) years following the date that this Agreement is expired or otherwise terminated. The CONSULTANT further agrees that the CITY may inspect any and all documents held by the CONSULTANT and relating to this Agreement upon good cause at any reasonable time within the six (6) year period. The CONSULTANT also agrees to provide to the CITY, at the CITY'S request, the originals of all drawings, documents, and items specified in this Section and information compiled in providing services to the CITY under the terms of this Agreement. Agreement for Professional Services July 12, 2007 Page 6 of 11 10. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS-PRIMARY COVERED TRANSACTIONS. The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: (a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; (b) Have not within athree-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 "(b)" of this certification; and (d) Have not within athree-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. Agreement for Professional Services July 12, 2007 Page 7 of 11 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 July 12, 2007 Page 8 of 11 12.4. The CITY and the CONSULTANT respectively bind themselves, their partners, successors, assigns, and legal representatives to the other party to this Agreement with respect to all covenants to this Agreement. 12.5. 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. 12.6. 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. 12.7. The CONSULTANT agrees to comply with all local, state and federal laws 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 Matthew Boyle 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 Attn: Aaron C. Nix 25 W Main Street Auburn WA 98001 Phone: 253.288.7432 Fax: 253. 804.3114 Grette Associates, LLC Attn: Matthew Boyle 2102 North 30th Street, Suite A Tacoma, WA 98403 Phone: 253.573.9300 Fax: 253.573.9321 E-mail: anix(a~auburnwa.gov E-mail: matthewbna.aretteassociates.com 12.10. 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 Agreement for Professional Services July 12, 2007 Page 9 of 11 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 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 procedure set forth in this section of the Agreement. 12.11. 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 July 12, 2007 Page 10 of 11 CI RN ,_~ ~ Peter Lewis, Mayor JUL 1 8 2007 Date ATTEST: Da 'Ile E: "Daskam; City Clerk Grette Associates, LLC BY: ~ s,~~.~L ti ~ . Title: ~~ t~c: i i~t~--~. Federal Tax ID # ~ ~ - ~ ~ ~ ~ `~ `~' Agreement for Professional Services July 12, 2007 Page 11 of 11 EXHIBIT A SCOPE OF WORK The U.S. Army Corps of Engineers, U.S. Environmental Protection Agency, and the Washington Department of Ecology will be jointly accepting proposals for new wetland mitigation banks in the fall of 2007. An interagency Mitigation Bank Review Team (MBRT) will review these proposals, and avery-limited number oftop-scoring proposals will be selected for initiation into the bank certification process. All Mitigation Bank Proposals must meet five minimum criteria along with a detailed site description and overview of the proposed plan before qualifying for the scoring process, and scoring will be based upon an additional set of evaluation elements. The City of Auburn has identified a need for a Wetland Mitigation Bank within the City. Consolidation of various smaller wetland mitigation obligations into a larger and more effective mitigation plan would better protect the long-term environmental needs of the City, and this technique is preferable to the fractured system currently being implemented. The planned Auburn Environmental Park and associated restoration activities along Mill Creek would likely make an excellent candidate for a Wetland Mitigation Bank, and as such, the City has requested Grette Associates assist in the preparation of an Auburn Environmental Park Wetland Mitigation Bank Proposal for MBRT review. An initial investigation by Grette Associates indicated the need for substantial data acquisition, consolidation, and analysis prior to making a feasibility determination regarding the development of such a proposal. In addition, careful coordination with City and regulatory staff would be necessary in order to ensure any subsequent proposal fits the needs of the City and has a high likelihood for MBRT selection. If the proposed Auburn Environmental Park Wetland Mitigation Bank is feasible, a Mitigation Bank Proposal shall be drafted according to the format outlined in the MBRT's Special Joint Public Notice dated March 21, 2007. Task 100: Project Coordination Grette Associates will coordinate data gathering efforts with City of Auburn staff and relevant regulatory bodies regarding the planning, design, and feasibility of a wetland mitigation bank within the proposed Auburn Environmental Park and associated properties along Mill Creek. This activity will include various meetings with City of Auburn staff, MBRT representatives, and the State's Wetland Mitigation Banking Pilot Program Advisors Group. Task 200: Data Acquisition, Review, and Analysis Grette Associates will review previous planning and permitting efforts at the site and Federal, State and Local databases to identify potential concerns of regulators and local groups (i.e. Priority Habitats, SEPA concerns) to address those concerns early in the process, and communicate with the MBRT regarding potential project designs and options. Data analysis will be specific to assessing project feasibility and preparation of a competitive Mitigation Bank Exhibit A Agreement No. AG-C-304 Page 1 of 2 Proposal for MBRT selection. Support from City of Auburn staff is vital to the success and economy of this Task. Task 300: Project Feasibility and Strategy Grette Associates will assess the feasibility of developing an Auburn Environmental Park Wetland Mitigation Bank. Careful project planning and permitting strategy will be necessary for the long-term success of any subsequent mitigation bank certification. With substantial coordination with City of Auburn environmental and planning staff, Grette Associates will develop the initial planning and permitting strategy for the project. Task 400: Draft Mitigation Bank Proposal If a wetland mitigation bank within the proposed Auburn Environmental Park and associated properties along Mill Creek is feasible, Grette Associates will draft a Mitigation Bank Proposal according to the format outlined in the MBRT's Special Joint Public Notice dated March 21, 2007. The budget for this task is only estimated at this time, and a final budget for this task is dependant upon the results of the aforementioned tasks, City of Auburn needs, and regulatory feedback. SCHEDULE Time is of the essence for this project. In order to meet the MBRT application deadline, basic coordination, data acquisition, review, and analysis must be relatively complete by August 10, 2007, and basic project feasibility must be assessed shortly thereafter. If feasible, the draft Mitigation Bank Proposal must be.completed before September 14, 2007, and a final Mitigation Bank Proposal must be submitted to the MBRT before September 28, 2007. Exhibit A Agreement No. AG-C-304 Page 2 of 2 EXHIBIT B FEE SCHEDULE An estimated budget for Task 100 is as follows: Staff Senior Biologist Principal Biologist Administration Rate Units $ 92.00 36 $135.00 8 $ 65.00 2 Total $3,312.00 $1,080.00 $ 130.00 Mileage $ 0.500 350 Total Task 100 $ 175.00 54,697.00 An estimated budget for Task 200 is as follows: Staff Senior Biologist Principal Biologist Administration Rate Units $ 92.00 20 $135.00 2 $ 65.00 4 Total $1,840.00 $ 270.00 $ 260.00 Supplies $110.00 1 Total Task 200 An estimated budget for Task 300 is as follows: $ 110.00 $2,480.00 Staff Rate Units Total Senior Biologist $ 92.00 16 $1,472.00 Principal Biologist $135.00 4 $ 540.00 Administration $ 65.00 2 $ 130.00 Total Task 300 $2,142.00 An estimated budget for Task 400 is as follows: Staff Rate Units Total Senior Biologist $ 92.00 34 $3,128.00 Principal Biologist $135.00 4 $ 540.00 Administration $ 65.00 9 $ 585.00 Supplies $110.00 .5 $ 55.00 Mileage $ 0.500 70 $ 35.00 Total Task 400 $4,343.00 Cost Estimate This cost estimate is based on the assumption that Grette Associates has timely communications with City of Auburn staff and the MBRT, and that necessary data will be made available in a Exhibit B Agreement No. AG-C-304 Page 1 of 2 timely manner. This is to be a Time and Materials contract based on the billing rates provided above. For the purposes of initiating the Project, the Tasks will be charged for time and materials up to (but not to exceed) $13,662.00. If additional funds are necessary, the task costs would not be exceeded without a change order signed by Grette Associates and the City of Auburn. Exhibit B Agreement No. AG-C-304 Page 2 of 2 EXHIBIT C DIRECT NON-SALARY REIMBURSABLE EXPENSES • Reproduction Fees • Communication Fees • Mileage at $0.485/mile or the current approved IRS rate. It is understood that all reimbursements are at cost and will be marked-up 10%. Anything not listed here will not be paid. Exhibit C Agreement No. AG-C-304 Page 1 of 1 CONSULTANT INVOICES CONSULTANT invoices should contain the following information: • On CONSULTANT letterhead. • A cover letter stating the status of each task. This should include items completed, percent completed during the billing period and completion along with funding status. • Internal invoice number and/or sequential numeric number (i.e.: progress payment # 10). • Invoice date. • Period of time invoice covers. • Consultant Agreement # (i.e.: AG-C-115). • Project number(s) listed (i.e.: PR562). • CITY'S project manager listed. • The hour(s) per person broken down by task(s) (attach timesheets, spreadsheet detailing timesheets, or some other form of proof) along with type of work done (i.e.: design, Right-of-way, or construction) or task order number. • Direct salary (base salaries) • Indirect salary (benefits) • Direct non-salary (i.e.: mileage, reproduction fees (i.e.: printing, copying), communication fees (i.e.: telephone), supplies, computer charges, subconsultants), indirect non-salary (overhead). The CITY does not pay for CONSULTANT meals unless part of a task requires travel outside of the greater Seattle, Tacoma, and Everett area. These costs are to be broken down and backup information is to be attached to invoice. Project managers are to inform CONSULTANTS as to what is required for break down information and if backup information is to be attached. Break out the same for subconsultant charges. • Previous and remaining base contract amounts left in each task and total contract -total authorized amount (bottom line figure). Add amendments to this base contract amount for total authorized amount. • Percentage of work completed to date compared to total amount of work (if required by the project manager). • Status of Management Reserve Fund (MRF) (i.e.: a certain task) until we can get an amendment in place. • Invoices for previous year are due by January 15tH • For grant/special funded projects there might be other special information needed, reference the LAG manual. Consultant Invoices Agreement No. AG-C-304 Page 1 of 2 SAMPLE INVOICE City of Auburn 25 West Main Auburn WA 98001 Attn: Scott Nutter (Project Engineer) Agency Agreement #: AG-C-010 Invoice #: 5222 Progress Payment #: 2 Invoice Date: February 10, 2002 Project Name: Thomas Nelson Farm Project #: PR562 Engineering Services performed during the period of: January 2002 SAMPLE ENGINEERING, INC. Personnel Hours Hourl Rate Amount Mike Jones, Princi al in Char e 1 $ 125.00 $ 125.00 Carla Maker, Architect 5 $ 72.00 $ 144.00 Joe Smith, Word Processin 10 $ 48.00 $ 480.00 Consultant Personnel Subtotal $ 749.00 Expenses see attached documentation Char es Multiplier Amount Mike Jones, Princi al in Char e 20 miles x1.1 $ 7.59 Carla Maker, Architect $ 30.00 x1.1 $ 33.00 Joe Smith, Word Processin $ 29.00 x1.1 $ 31.90 Consultant Ex enses Subtotal $ 72.49 Consultant Total: SUB CONSULTANTS (see attached documentation) $ 821.49 Subconsultant Hours Hourl Rate Amount ABC Environmental, Inc., Civil En ineer 10 $ 100.00 $ 1,000.00 Electrical Consultin ,Electrical En ineer 5 $ 100.00 500.00 Mechanical Solutions, Mechanical En ineer 10 $ 100.00 MRF 1,000.00 Movin Com an ,Movin Consultant 2 $ 50.00 100.00 Subconsultant Subtotal $ 2,600.00 Subtotal x 1.1 Multi lier $ 2,860.00 Subconsultant Total: $ 2,860,00 TOTAL DUE THIS INVOICE $ 3,681.49 CONTRACT BREAKDOWN Task Amount Authorized Prior Invoiced This Invoice Totallnvoiced To Date % Ex ended % Com leted Amount Remainin Original Contract $ 22,000.00 $ 1,025.00 $ 2,681.49 $ 3,706.49 20% 25% $ 18,293.51 MRF" 2,500.00 0.00 1,000.00 1,0000.00 40% 45% 1,500.00 TOTAL $ 24,500.00 $ 1,025.00 $ 3,681.49 $ 4,706.49 $ 19,793.51 Note: MRF=Management Reserve Fund * Received a written authorization of MRF on 1/10/01 for Mechanical Engineer task in the amount of $2,000.00. Consultant Invoices Agreement No. AG-C-304 Page 2 of 2