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AGREEMENT FOR PROFESSIONAL SERVICES
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 with MCS Environmental, Inc., whose address is 6505 216th Street SW,
Mountlake Terrace, 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, 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
October 15, 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 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.
The CONSULTANT shall be paid by the CITY for services rendered under this
agreement as provided hereinafter. Such payment shall be full compensation for work
performed or services rendered and for all labor, materials, supplies, equipment and
incidentals necessary to complete the work. All billings for compensation for work
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Agreement for Professional Services
MCS Environmental, Inc.
September 1, 2004
Page 1 of 10
performed under this agreement will list specific project titles, actual time (days and/or
hours) and dates during which the work was performed and the compensation shall be
figured using the rates in Exhibit 8, "Schedule of Charges", The CITY shall promptly
notify the CONSULTANT of any disputed amounts invoiced to the CITY. 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.
Payment shall be on a time and materials basis for the services associated with
each task in Exhibit A. The amounts under each task may vary; however, the total
amount of the contract shall not exceed nine thousand eight hundred fifty dollars
($9,850.00).
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.
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 standards and the
requirements of the CITY,
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Agreement for Professional Services
MCS Environmental, Inc.
August 31, 2004
Page 2 of 10
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
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 indemnify and hold the CITY and its officers 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; 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 conduct of the
CITY, their agents, officers 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, their agents, officers and 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
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Agreement for Professional Services
MCS Environmental, Inc.
August 31, 2004
Page 3 of 10
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,
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 coverage in the
minimum liability limits of ONE MILLION DOLLARS ($1,000,000) per claim and ONE
MILLION DOLLARS ($1,000,000) 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.
80th 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 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
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Agreement for Professional Services
MCS Environmental, Inc.
August 31, 2004
Page 4 of 10
suspended, voided, or canceled except when 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. The CONSULTANT agrees to provide copies of the certificates 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 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
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Agreement for Professional Services
MCS Environmental, Inc.
August 31, 2004
Page 5 of 10
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.
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 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 "(b)" of this certification; and
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Agreement for Professional Services
MCS Environmental, Inc.
August 31, 2004
Page 6 of 10
(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.
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.
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Agreement for Professional Services
MCS Environmental, Inc.
August 31, 2004
Page 7 of 10
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.
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 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 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 K. Michael McDowell, Principal,
on behalf of the CONSULTANT, and by the Mayor of the CITY, or designee, on behalf
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Agreement for Professional Services
MCS Environmental, Inc.
August 31, 2004
Page 8 of 10
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: Eric Hagen
25 W Main Street
Auburn W A 98001
Phone: 253.288.7432
Fax: 253.804.3114
E-mail: ehagen@cLauburn.wa.us
MCS Environmental, Inc.
Attn: Michael McDowell
6505 216th Street SW
Mountlake Terrace, WA 98043
Phone: 425,697.4340
Fax: 425.697.4370
E-mail: m.mcdowell@mcs-
evironmental.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 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.
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Agreement for Professional Services
MCS Environmental, Inc.
August 31, 2004
Page 9 of 10
CITY OF AUBURN
C/~
Paul Krauss, Director
Planning and Community Development
Date <3" t '3r \ \ ø 4
APPROVED AS TO FORM:
Daniel
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BY: ... ; /
Title: VI'"'.A C. ¡oJ)
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Federal Tax 10 # ~
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Agreement for Professional Services
MCS Environmental, Inc.
August 31, 2004
Page 10 of 10
EXHIBIT A
SCOPE OF WORK
Environmental, Inc.
6505 - 216th Street SW, Suite 100
Mountlake Terrace, W A 98043
425-697-4340 (voice) . 425-697-4370 (fax)
August 15,2004
Mr. Eric Hagen
Environmental Protection Manger
City of Auburn
Planning and Community Development
25 West Main Street
Auburn, Washington 98001-4998
Re: Best Available Science White Paper Scope of Work
Dear Eric:
Based on our conversations and the meeting with you, Jeff Dixon and David Osaki regarding this
project and a review ofthe Draft Auburn Critical Areas Ordinance you have provided to me I have
developed the following scope of work for your review. The scope includes two tasks. I have also
included a proposed schedule for the work, including time for the City's review.
Task 1. Prepare Review Draft Best Available Science White Paper.
This task will provide for a review of background documents and infonnation concerning Best
Available Science (BAS) with respect to the buffer widths proposed in the City of Auburn's Draft
Critical Areas Ordinance (CAO) for streams, wildlife habitat areas, and wetlands. The City has
proposed different buffers for the different classes of habitat areas. The BAS White Paper will
evaluate these proposed buffers with respect to the literature embodied by BAS. In particular we
will evaluate the functions the City has proposed as their priorities for protection for the various
critical areas in the CAO. In other words, what are the functions important to the City for streams,
wildlife habitats, and wetlands under the different classes of these features described in the CAO
(e.g. Class I Streams and Class IV Wetlands, etc.), The BAS White Paper will discuss the efficacy
of the City's proposed buffers for protecting the functions the City deems important for these
different habitat areas.
At the conclusion of this task MCS Environmental will submit a Review Draft BAS White Paper to
the City for internal review and comment. In the budget for this task we have assumed there will be
no meetings with City staff, all correspondence will be via e-mail and/or phone.
The estimated budget for this task is $7,510
Missoula, Montana' Spokane, Washington· Seattle, Washington
City of Auburn
August 15,2004
Page 2
Task 2. Finalize BAS White Paper
This task will include response to the City's comments and incorporation of appropriate changes to
the BAS White Paper in response to these comments. We have included a two hour meeting in
Auburn with City staff to go over comments to the Review Draft White Paper to be sure there is
mutual understanding of the issues and to help guide our response to comments rrom the City.
At the conclusion of this task we will submit a final BAS White Paper to the City. We will provide
5 paper copies of the document and an electronic version in pdffonnat for the City's use.
The estimated cost for this task is $2,340.
Total cost for requested tasks is $9,850.
Proposed Schedule
Assumed Notice to Proceed:
Review Draft BAS White Paper:
City Review Comments to MCS:
Final BAS White Paper:
August 23, 2004
September 15, 2004
September 24, 2004
October 1, 2004
Please call me or Ms. Kerrie McArthur at 425-697-4340 if you have any questions regarding this
scope of work and budget estimate. My extension is 2337 and Kerrie's is 2338.
Sincerely,
MCS Environmental, Inc.
~aø
K. Michael McDowell, FP-C
Principal Fisheries Biologist
m.mcdowell@mcs-environmental,com
[Click HERE and type path]
EXHIBIT B
SCHEDULE OF CHARGES
MΠEnvironmental, Inc.
6505 - 216"' Street SW, Suite 100
Mountlake Terrace, W A 98043
425-697-4340 (voice)· 425-697-4370 (fax)
Professional Level
Hourly Rates
Special Hourly Rates
Other Direct Costs
MCS ENVIRONMENTAL - 2004 RATES
Program Manager
Principal
Senior Associate
Associate
Senior Project
Project
Senior Staff
Staff
$135
$135
$115
$100
$85
$75
$60
$45
$70
$55
$60
$55
$50
$40
Senior Drafter
Drafter
Editor
Project Coordinator
Word Processor
Project Assistant
All work by testifying expert
1.5 times professional-level rate
Auto mileage
Photocopies
Color Photocopies
Color 11 x 17 Photocopies
Subcontractors and outside vendors
Current Federal Standard
$0.1 0
$1,00
$2.00
Cost + 12%
MCS is a Small Business Association (SBA) designated 8(a) company
and is also certified as a Small Disadvantaged Business (SDB)
Missoula, Montana· Spokane, Washington' Seattle, Washington
NOV-02-2004 02:53PM FROM-MCS ENVIRONMENTAL SEATTLE
+4256974370
T-652 P.003/CC4 F-583
AMENDMENT # 1 TO AGREEMeNT BE1WI!EN
THE CITY OF AUBURN AND MCS ENVIRONMENTAL. INC
RELATING TO BEST AVAILABLE SCIENCE AND ~E CITYI DRAFr CRITICAL
A~eAS O"ÞINANC~.
THIS AMENDMENT is made and entered Into this 19th day Of octDÞer 2004. by IInCl
be\We.n "18 CITY OF AUBURN, a munlclJ.1!l ~ of the SÞIte of Washington
(¡'ereinefter rllferrecl to lIS t¡'e ·CITY"), anà MCS"Envlranmentllllnc J::ir1after referred
to a& the "CONSUL T.ANT"), .8 an Amendment to the AgreelTlllnt b n the parties
for servlc:es exocuted on tlie a 1st døy of AuguBt 2004.
The changes to the agreement are described 118 follOY/a:
1. CONTRACT TERM: The Ì8nn Of the Agreement for prof81ilonal Services is
extended to JanualY 31, 2005.
a. SCOPE OF WORK T/uI scope Of worle Is amended to Include tile following tllBkG:
All8ndaoce at up to thl'M public meetings In support of the Clly's CllUcal Areas
Ordinance.
S. COMPENSATION: The CQßSullant shaD blU the City at a cost not to exceed '840.00
per maating. CampensatiOn is to Indull. meeting prepanltlon and tnlVllltim..
The total amount of this contnlct IImendment Mall not I3Wi111d $2,520.00 (three
meetings tlm. 5840.00 pet meeting). The 10181 contract amount Is increllsl'ld 11:\ ,.
maximum of 112,370.00 ($9.850,00+52.520.00).
~MAlNING lERMS UNCHANGeD: Thllt 1111 other provisions of the Agreemeni
between the parties for services executed on the 31s1 day of August 2004, ahall rlmaln
unchanged, and In fUll force and eITad.
IN WlTHI59 WHERIIOP the part1e8 het&1o have executed thli Agreemant a& af th,
day and year first sbovl! written.
---->
=="
-Tr -
NOV-02-2004 02:53PM FROM-MCS ENVIRONMENTAL SEATTLE
ATTEST (Optfona/):
By:
1111:
Cler1I
Approved lIS to form (Optional):
Attorney for (OthÐr P;ny)
law
REF. H:\FORM$IFEOMA (2104)
I\menl/menI Na. 1
MCS ENVIRONMENTAL, INC.
Page2of2
+4256974370
T-652 P.004/004 F-5B!
ATTEST:
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