HomeMy WebLinkAboutPW1995-0188 - Original - GAIA Northwest, Inc. - Mill Creek Culvert Replacement Project - 08/17/1995CONSULTANT SERVICES CONTRACT
BETWEEN THE CITY OF KENT AND GAIA, NORTHWEST, INC.
THIS AGREEMENT is made by and between the City of Kent, a Washington municipal
corporation (hereinafter the •City"), and GAIA, NORTHWEST INC. organized under the laws of the
State of Washington, located and doing business at 10522 Lake City Way NE, Suite C201,
Seattle, WA 98125 (hereinafter the •Consultant•).
Recitals
1. The City desires that the Consultant perform services necessary to provide
consultation and advice to the City on the preparation of plans, specifications, and cost estimates for
fisheries mitigation for the Mill Creek Culvert Replacement project.
2. The Consultant agrees to perform the services more specifically described in the
Scope of Work, dated July 28, 1995, including any addenda thereto as of the effective date of this
agreement, attached hereto as Exhibit A which is incorporated herein by this reference as ff fully set
W
forth.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, it is agreed by and
between the parties as follows:
I. Description of Work
Consultant shall perform all work as described in Exhibit A. Consultant further represents that the
services furnished under this agreement will be performed in accordance with generally accepted
professional practices in effect at the time such services are performed.
CONSULTANT CONTRACT/GENERAL FORM --Page 1 of 13
rev:June 12, 1995
II. Payment
A. The City shall pay the Consultant, based on time and materials, an amount not to
exceed Five Thousand Four Hundred dollars ($5,400.00) for the services
described in Section I herein. This is the maximum amount to be paid under this
Agreement for Tasks in Exhibit A, and shall not be exceeded without the prior written
authorization of the City in the form of a negotiated and executed supplemental
agreement. PROVIDED, HOWEVER, the City reserves the right to direct the
Consultant's compensated services under the time frame set forth in Section IV herein
before reaching the maximum amount. The Consultant's billing rates shall be as
delineated in Exhibit A.
B. The Consultant shall submit monthly payment invoices to the City after such services
have been performed, and a final bill upon completion of all the services described in
this Agreement. The City shall pay the full amount of an invoice within forty-five (45)
days of receipt. If the City objects to all or any portion of any invoice, it shall so notify
the Consultant of the same within fifteen (15) days from the date of receipt and shall
pay that portion of the invoice not in dispute, and the parties shall immediately make
every effort to settle the disputed portion.
C. In the event the Scope of Work is modified or changed so that more or less work or
time is required by the Consultant, and such modification is reached by mutual
agreement of the parties to this contract, the payment for services and maximum
contract amount shall be adjusted accordingly upon agreement of the parties.
Ill. Relationship of Parties
The parties intend that an independent contractor -employer relationship will be created by this
Agreement. As Consultant is customarily engaged in an independently established trade which
encompasses the specific service provided to the City, no agent, employee, representative or sub-
contractor of Consultant shall be or shall be deemed to be the employee, agent, representative or
sub -contractor of the City. In the performance of the work, Consultant is an independent contractor
with the ability to control and direct the performance and details of the work, the City being interested
CONSULTANT CONTRACT/GENERAL FORM --Page 2 of 13
rev:June 12, 1995
only in the results obtained under this Agreement. None of the benefits provided by the City to its
employees, including, but not limited to, compensation, insurance, and unemployment insurance are
available from the City to the employees, agents, representatives, or sub -contractors of the Consultant.
Consultant will be solely and entirely responsible for its acts and for the acts of Consultant's agents,
employees, representatives and sub -contractors during the performance of this Agreement. The City
may, during the term of this Agreement, engage other independent contractors to perform the same
or similar work.
IV. Duration of Work
The City and Consultant agree that work will begin on the tasks described in Exhibit A immediately
upon execution of this Agreement. The parties agree that the work described in Exhibit A is to be
completed within 45 calendar days of the execution of this Agreement; provided however, that
additional time shall be granted by the City for excusable delays or extra work, as described in
Section VI.(D) below.
V. Place of Work
The Consultant shall perform the work authorized under this Agreement at its offices in Seattle,
Washington. Meetings with the City staff as described in Exhibit A, Scope of Work, shall take place at
the City's offices at 400 West Gowe, Kent, Washington, or at locations mutually agreed upon by the
parties.
VI. Termination
A. Termination of Agreement
If the City receives reimbursement by any federal, state, or other source for work
described in Section I herein, and that funding is withdrawn, reduced or limited in any
way, or the project is canceled or substantially reduced after the execution date of this
Agreement and prior to the completion of the work, the City may summarily terminate
CONSULTANT CONTRACT/GENERAL FORM --Page 3 of 13
rev:June 12, 1995
this Agreement. Termination shall be effective ten calendar days after Consultant's
receipt of the written notice by certified mail.
B. Termination for Failure to Provide Services Bargained For.
The Consultant agrees that it was hired by the City based on the Consultant's
representation that employees identified in the Scope of Work, attached hereto as
Exhibit A, will be available to perform the services described in Section I for the
duration of this Agreement. If any of the employees identified in the Scope of Work
are unavailable to perform the services bargained for, for any reason, the City of Kent
reserves the right to terminate this contract or renegotiate the amount of
consideration. The consultant must immediately notify the City, in writing, if any
employee identified in the Scope of Work is unavailable to perform the services
described in Section I of this Agreement. Nothing in the foregoing language will alter
the Consultant's independent contractor status.
C. Termination for Failure to Prosecute Work or to Complete Work Satisfactorily
If the Consultant refuses or fails to prosecute the work with such diligence as will
ensure its completion within the time frames specified herein, or as modified or
extended as provided in this Agreement, or to complete such work in a manner
consistent with the standard of care in Consultant's profession, then the City may, by
written notice to the Consultant, give notice of its intention to terminate the
Consultant's right to proceed with the work. On such notice, the Consultant shall have
ten (10) calendar days to cure, to the satisfaction of the City or its representative, or
the City shall send the Consultant a written termination letter which shall be effective
upon the Consultant's receipt of the written notice by certified mail. Upon termination,
the City may take over the work and prosecute the same to completion, by contract or
otherwise, and Consultant shall be liable to the City for any additional costs incurred
by it in the completion of the Scope of Work referenced as Exhibit A and as modified
or amended prior to termination. "Additional Costs' shall mean all reasonable costs
incurred by the City beyond the maximum contract price specified in II(A), above.
CONSULTANT CONTRACT/GENERAL FORM --Page 4 of 13
rev:June 12, 1995
D. Excusable Delays
The right of Consultant to proceed shall not be terminated nor shall Consultant be
charged with liquidated damages for any delays in the completion of the work due to:
1) any acts of the federal government in controlling, restricting, or requisitioning
materials, equipment, tools, or labor by reason of war, national defense, or other
national emergency; 2) any acts of the City, its consultants, or other public agencies
causing such delay; and 3) causes not reasonably foreseeable by the parties at the
time of the execution of the Agreement that are beyond the control and without the
fault or negligence of the Consultant, including, but not restricted to, acts of God, fires,
floods, strikes, or weather of unusual severity; and (4) negotiated and executed
supplemental agreements between the City and Consultant for Consultant to perform
extra work defined as tasks not included in the Scope of Work referenced as Exhibit A.
PROVIDED, HOWEVER, that the Consultant must promptly notify the City within ten
(10) calendar days in writing of the cause of the delay. If, on the basis of the facts
and the terms of this Agreement, the delay is properly excusable, the City shall, in
writing, extend the time for completing the work for a period of time commensurate
with the period of excusable delay.
E. Rights Upon Termination
In the event of termination, the City shall pay for all services performed by the
Consultant to the effective date of termination, as described on a final invoice
submitted to the City. After termination, the City may take possession of all records
and data within the Consultant's possession pertaining to this project which may be
used by the City without restriction. Any such use not related to the project which
Consultant was contracted to perform shall be without liability or legal exposure to the
Consultant.
VII. Discrimination
In the hiring of employees for the performance of work under this Agreement or any sub -contract
hereunder, the Consultant, its sub -contractors, or any person acting on behalf of such Consultant or
CONSULTANT CONTRACT/GENERAL FORM --Page 5 of 13
rev:June 12, 1995
sub -contractor shall not, by reason of race, religion, color, sex, national origin, or the presence of any
sensory, mental, or physical disability, discriminate against any person who is qualified and available
to perform the work to which the employment relates.
Vil I. Indemnification
Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and
volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal
costs and 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.
The City's inspection or acceptance of any of Consultant's work when completed shall not be grounds
to avoid any of these covenants of indemnification.
Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115,
then, in the event of liability for damages arising out of bodily injury to persons or damages to
property caused by or resulting from the concurrent negligence of the Consultant and the City, its
officers, officials, employees, agents and volunteers, the Consultant's liability hereunder shall be only
to the extent of the Consultant's negligence.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION
PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL
INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE
PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER.
The provisions of this section shall survive the expiration or termination of this Agreement.
IX. Insurance
The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims
for injuries to persons or damage to property which may arise from or in connection with the
CONSULTANT CONTRACT/GENERAL FORM --Page 6 of 13
rev:June 12, 1995
performance of the work hereunder by the Consultant, its agents, representatives, employees, sub -
consultants or sub -contractors.
Before beginning work on the project described in this Agreement, the Consultant shall provide a
Certificate of Insurance evidencing:
1. Automobile Liability insurance with limits no less than $1,000,000 combined single limit per
accident for bodily injury and property damage; and
2. Commercial General Liability i ura �e wrJittenfoOn aan, occ c basis with limits no less than
8 a gregate for personal injury, bodily
$1,000,000 combined single limit per occurrence and $� 6W-,Q9ffl9
injury and property damage. Coverage shall include but not be limited to: blanket contractual;
products/completed operations/broad form property damage; explosion, collapse and underground
(XCU) if applicable; and employer's liability; and
3. Professional Liability insurance with limits no less than $1,000,000 limit per occurrence.
Any payment of deductible or self insured retention shall be the sole responsibility of the Consultant.
The City shall be named as an additional insured on the Commercial General Liability insurance
policy, as respects work performed by or on behalf of the Consultant and a copy of the endorsement
naming the City as additional insured shall be attached to the Certificate of Insurance. The
City reserves the right to receive a certified copy of all the required insurance policies.
The Consultant's Commercial General Liability insurance shall contain a clause stating that coverage
shall apply separately to each insured against whom claim is made or suit is brought, except with
respects to the limits of the insurer's liability.
The Consultant's insurance shall be primary insurance as respects the City and the City shall be given
thirty (30) days prior written notice by certified mail, return receipt requested, of any cancellation,
suspension or material change in coverage.
CONSULTANT CONTRACT/GENERAL FORM --Page 7 of 13
rev:June 12, 1995
X. Exchange of Information
The City warrants the accuracy of any information supplied by it to Consultant for the purpose of
completion of the work under this Agreement. The parties agree that the Consultant will notify the City
of any inaccuracies in the information provided by the City as may be discovered in the process of
performing the work, and that the City is entitled to rely upon any information supplied by the
Consultant which results as a product of this Agreement.
XI. Ownership and Use of Records and Documents
Original documents, drawings, designs and reports developed under this Agreement shall belong to
and become the property of the City. All written information submitted by the City to the Consultant in
connection with the services performed by the Consultant under this Agreement will be safeguarded
by the Consultant to at least the same extent as the Consultant safeguards like information relating to
its own business. If such information is publicly available or is already in Consultant's possession or
known to it, or is rightfully obtained by the Consultant from third parties, Consultant shall bear no
responsibility for its disclosure, inadvertent or otherwise.
All data, documents and files created by Consultant under this Agreement may be stored at
Consultant's office in Seattle, Washington. Consultant shall make such data, documents, and files
available to the City upon its request at all reasonable times for the purpose of editing, modifying and
updating as necessary until such time as the City is capable of storing such information in the City's
offices. Duplicate copies of this information shall be provided to the City upon its request, and at
reasonable cost.
Any use or reuse of the documents, data and files created by Consultant for the City on this project
by anyone other than Consultant on any other project shall be without liability or legal exposure to
Consultant.
CONSULTANT CONTRACT/GENERAL FORM --Page 8 of 13
rev:June 12, 1995
XII. Recyclable Materials
Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to
use recycled and recyclable products whenever practicable. A price preference may be available for
any designated recycled product.
XIII. City's Right of Inspection
Even though Consultant is an independent contractor with the authority to control and direct the
performance and details of the work authorized under this Agreement, the work must meet the
approval of the City and shall be subject to the City's general right of inspection to secure the
satisfactory completion thereof. The Consultant agrees to comply with all federal, state, and municipal
laws, rules, and regulations that are now effective or in the future become applicable to Consultant's
business, equipment, and personnel engaged in operations covered by this Agreement or accruing
out of the performance of such operations.
XIV. Consultant to Maintain Records to Support Independent Contractor Status
On the effective date of this Agreement (or shortly thereafter), Consultant shall:
File a schedule of expenses with the Internal Revenue Service for the type of business
A.
Consultant conducts;
B. Establish an account with the Washington State Department of Revenue and other
necessary state agencies for the payment of all state taxes normally paid by
employers, register to receive a unified business identifier number from the State of
Washington; and
C. Maintain a separate set of books and records that reflect all items of income and
expenses of Consultant's business, all as described in the Revised Code of
Washington (RCW) Section 51.08.195, as required to show that the services performed
by Consultant under this Agreement shall not give rise to an employer -employee
relationship between the parties which is subject to RCW Title 51, Industrial Insurance.
CONSULTANT CONTRACT/GENERAL FORM --Page 9 of 13
rev:June 12, 1995
XV. Work Performed at Consultant's Risk
Consultant shall take all precautions necessary and shall be responsible for the safety of its
employees, agents, and subcontractors in the performance of the work hereunder and shall utilize all
protection necessary for that purpose. All work shall be done at Consultant's own risk, and
Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or
held for use in connection with the work.
XVI. Non -Waiver of Breach
The failure of the City to insist upon strict performance of any of the covenants and agreements
contained herein, or to exercise any option herein conferred in one or more instances shall not be
construed to be a waiver or relinquishment of said covenants, agreements or options, and the same
shall be and remain in full force and effect.
XVII. Resolution of Disputes and Governing Law
Should any dispute, misunderstanding, or conflict arise as to the terms and conditions contained in
this Agreement, the matter shall first be referred to the City, and the City shall determine the term or
provision's true intent or meaning. The City shall also decide all questions which may arise between
the parties relative to the actual services provided or to the sufficiency of the performance hereunder.
If any dispute arises between the City and Consultant under any of the provisions of this Agreement
which cannot be resolved by the City's determination in a reasonable time, or if Consultant does not
agree with the City's decision on the disputed matter, jurisdiction of any resulting litigation shall be
filed in King County Superior Court, King County, Washington.
This Agreement shall be governed by and construed in accordance with the laws of the State of
Washington. In any claim or lawsuit for damages arising from the parties' performance of this
Agreement, the prevailing parry shall be entitled to compensation for all legal costs and attorney's fees
incurred in defending or bringing such claim or lawsuit, in addition to any other recovery or award
CONSULTANT CONTRACT/GENERAL FORM --Page 10 of 13
rev:June 12, 1995
provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's
right to indemnification under Section VIII of this agreement.
XVIII. Written Notice
All communications regarding this Agreement shall be sent to the parties at the addresses listed on
the signature page of the agreement, unless notified to the contrary. Any written notice hereunder
shall become effective upon the date of mailing by registered or certified mail, and shall be deemed
sufficiently given if sent to the addressee at the address stated in this Agreement or such other
address as may be hereafter specified in writing.
XIX. Assignment
Any assignment of this Agreement by the Consultant without the written consent of the City shall be
void. If the City shall give its consent to any assignment, the terms of this agreement shall continue in
full force and effect and no further assignment shall be made without the City's consent.
XX. Modification
No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless
in writing and signed by a duly authorized representative of the City and Consultant.
XXI. Entire Agreement
The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall
supersede all prior verbal statements of any officer or other representative of the City, and such
statements shall not be effective or be construed as entering into or forming a part of or altering in
any manner this Agreement. The entire agreement between the parties with respect to the subject
matter hereunder is contained in this Agreement and any Exhibits attached hereto. All of the above
documents are hereby made a part of this Agreement and form the Agreement document as fully as if
CONSULTANT CONTRACT/GENERAL FORM --Page 11 of 13
rev:June 12, 1995
the same were set forth herein. Should any language in any of the Exhibits to this Agreement conflict
with any language contained in this Agreement, the terms of this Agreement shall prevail.
LSignatures on following page.l
CONSULTANT CONTRACT/GENERAL FORM --Page 12 of 13
rev:June 12, 1995
IN WITNESS WHEREOF, the parties below have executed this Agreement.
CONSULTANT
Notices to be sent to:
CONSULTANT
APPROVED AS TO
ity Attorney
CONSULTKgen
i
3RA.
THE CITY OF KENT
Notices to be sent to:
Mr. Don Wickstrom, P.E.
Director of Public Works
The City of Kent
220 Fourth Avenue South
Kent, Washington 98032
(206) 859-3340
ATTEST:
,y
Kent C' Clerk
CONSULTANT CONTRACT/GENERAL FORM --Page 13 of 13
rev:June 12, 1995
1 _ a
EXHI6IT "A"
lwGamla
N6rawss4 Incorporated
Ion l b CON W" Nor w"I suite CNN
S+rrUio� 1Nr"Wom MJid
F ww(M)M74M4 TAX(*M)367-UM
July 28, 1995
Mr, Wialliam S. Wolinski, P.E.
City of Kent Engineering Dept.
220 4th Ave. So.
Kent, Washington, 98032-5895
Subject: Mitigation Design Services for Mill Creek Culvert Replacement Project.
Dear Mr. Wolinski;
Gaia Northwest, Inc. (Gaia) is pleased to submit our proposed scope of services to
provide mitigation designs for the Mill Creek Box Culverts installation project.
PROPOSAL
The City is undertaking the replacement of four culverts on Mill Creek As park of the
review of the project by the Washington Department of Fisheries and Wildlife (WDFW),
the City has been requested to provide mitigation measures. Gaia is proposing to
provide the City with professional services to provide mitigation measures within the
project area.
SCOPE of SERVICES
We propose that our services be provided in three categories
Design Drawings and Specifications. Gaia will provide design drawings for the
mitigation measures within the project area. The mitigation measures will be
primarily associated with the culverts that will be installed by the project. The
drawings will consist of one plan sheet showing the proposed work, and one
detail sheet. This work will be similar in nature and scope to the work that Gaia
has provided to the City under the previous contract.
Some of the contemplated work may affect the channel hydraulics within the
project. Gaia will perform limited hydraulic calculations to illustrate the potential
impact to the channel hydraulics.
Kcnt:Kcnt795
93002.02
ng, Gaia will assist the City to obtain bids for the work
As
sistance During Biddi
and to evaluate the bids received, Gaia will proe City with a written
ectl1
recommendation for the award of bids for the pm J
Construction Phase Assistance.Gaia will provide location staes oak If in our the
sir ictures
and will periodically visit the project sites during constr
the
construction performance and/or materials are substandardes of action illprwhc h we
the
City with a letter outlining our concerns and proposed c
recommend that the City pursue.
We anticipate one meeting will be required related to design, and that one meeting will
be held for a pre -bid conference.
SERVICES PROVIDED BY CITY
We anticipate the following items will be provided by City ;
Mapping Contour mapping at a scale suitable for the construction activity ( if
possible, electronic CADD files will be provided).
Soils and geotechnical report information.
Reports and data relating to project design.
COMPENSATION
In as much as the exact level of effort to complete the proposed scope of services
presented herein cannot be estimated at this time, we propose that compensation for
consulting services be on a time and expense reimbursement basis in accordancewith the
Schedule of Charges July 20, 1994.
It is estimated that the scope of services can be completed for the amounts listed below,
which we will not exceed without your authorization;
Design Drawings and specifications $3,500
• Assistance During Bidding $500
Construction Phase Assistance $1,400
TOTAL. $5,400
Kcnt;Kcnt795
93002.02
Technician ........................ . . . ......... $ 44
Designer ..........................,;.......... 60
Junior Engineer Scientist . . ........... . ............. 85
Senior Engineer Scientist ........ . . . .... . . . . .. ..... . .. 93
Senior Project Manager ..... . ... . . . .. . ...... . .. . . 94
Principal/Consultant ....... . .. . .. . . . .......... . .. 120
Word Processor ...... . .. . ............... . . . .. 40
The above hourly rates include normal and Incidental costs such as routine copying, communications,
postage, and office supplies.
Direct Expanses
Reimbursement for direct expenses, as listed below, incurred in connection with the work, will be at
cost plus ten percent for items such as;
a, Maps. photographs, reproductions, printing, equipment rental, and special supplies related to
the work.
b. Consultants, soils engineers, surveyors, contractors, and other outside services.
c. Rented vehicles, local public transportation and taxis, travel, and subsistence.
d, Specific telecommunications and delivery charges.
e. Special fees, insurance, permits, and licenses applicable to the work,
f. Outside computer processing, computation, and proprietary programs purchased for the work,
Reimbursement for owned automobiles, except trucks and four-wheel drive vehicles, 'used In
connection with the work will be at the rate of 35c per mile, The rate for trucks and four-wheel drive
vehicles will be $25 per day and 40C per mile.
Rate for professional staff for legal proceedings or as expert witnesses will be at a rate one and one-
half times the hourly rates specified above.
In-house laboratory analysis, sampling vehicle, and equipment charges will be per current rate schedule
or special quotation.
Excise and gross receipts taxes, if any, will be added as a direct expense.
Addi;ionai processing charges will be added for other than standard Invoice backup documentation.
The foregoing Schedule of Charges Is incorporated In to the agreement for the services provided,
effective January 1, 1993, through December 31, 1993. After January 1, 1994, invoices will reflect
the Schedule of Charges currently in effect.
July 20, 1993 Page f
To assure a clear understanding of all matters related to our mutual responsibilities, the
attached Standard conditions on the back of the Schedule of Charges are made a part of
this agreement. We have found these terms to be appropriate for use in agreements for
provision of consultant services. Should any confict exist between the attached terms in
the form of any purchase order or confirmation issued, the terms of this proposal and the
Standard Conditions shall prevail in the absence of our express written agreement,
If this proposal is acceptable to you, please sign where noted below and return one copy
to serve as our authorization for completing the work, We appreciate the opportunity to
work with you on this assignment. Please feel free to call Doug Sovern at (206) 946-
5915 or Percy Washington at (206) 367-2864.
Sincerely;
g
rthwest, Incorpp ated
. ashington, Ph.D.
nt
Accepted By:
Title:
Date:
PMW:dts
Data:
STANDARD CONDMONS
CLIENT and GAIA Northwest, Inc. (GAIA) agree that the following provisions shall be a pert of their agreement,
ARTICLE I. DEP49THM
1,1 Dbovt Salary pad Salary Coatl The phrase 'direct gallery' means the actual
direct pay of the personnel soiloned to the project (except for routine
atcratsrial and accounting services). The phrase 'salary costs' means
'direct salary" plug payroll taxes, Insurance, sick leave, holidays, vacation,
and *that direct f ringo benefits.
1.2 Direct Expair"s• The phrase 'direct expanses' means expenditures made
by GAIA, Its employees or Its subconsullonts in the interest of the Project.
Applicable reimbursable Direct Expenses sit defined in this agreement or the
Schedule of Charges.
ARTICLE 2, COMPENSATION
2.1 Lwvkh" Prvicedura. CLIENT will be Invoiced at the snd of the first billing
period following commencement of work and at the and of each billing
period thoro&ttor, Payment in full of in invoice must be received by GAIA
within thirty (30) days of the dote of such invoice,
2.2 Etfoct of Invoice, The work performed shall be doomed approved and
occomed by CLIENT unless CLIENT objects within fifteen 1151 days of
invoice dote by written notice gp#ctfic#Ily listing %ho datalis In which CLIENT
believes such work is incompiate of defective, and the Invoice amounti3l In
dispute, CLIENT shalt pay undisputed amounts per this article,
2.3 interest; StssperulonOf Wort. Failure of CLIENT to make full payment of an
invoice so the% it is received by GAIA within sold thirty (30) days of the date
thereof subjects the amount overdue to a delinquent account charge of one
0%) of the Invoice amount per month, compounded monthly. Faitura of
CLIENT to submit full payment of an Invoice within thirty (30) days of the
date thereof subjects this agreement and the work herein contemplated to
wsponsion or termination at GAIA's discretion,
2.4 Advance Peyrrsant, Withholding of Work Product, GAIA rseerves the right
to rgquira payment In advance for work It estima%os will be done during a
given billing period, GAIA, without any Ilobility to CLIENT, reserves the fight
to withhold any $orvicos and work products heroin contemplated pending
payment of CLIENT's outstanding indebtedness or advance payment as
required by GAIN, Where work Is performed on a reimbursable basis, budget
may be Increased by amendment to complete the scope of work, GAIA is
not obligated to provide services In excess of the authorized budget,
ARTICLE 9, SERYiGES, ADDITIONAL SERVICES, AND AMENDMENTS
3.1 NrIt4ti*ns, Service# and work products not expressly or by Implication
specified in this agreement, as determined by GAIA, will be provldcd only
upon compliance with the procedures sot forth In paragraphs 3,4 and 15
below.
3,2 Srrvkaa iJuring Constrvctlon. Any construction Inspection or testing
provided by GAIA Is for the purpose of datermining compliance by
contractors with the functional provisions of project specifications only,
GALA in no way guaranteed or Inaufet any contractor's work not assumes
responsibility for methods or appliances used by any contractor, or for
jobsito safety or for a contractor's compliance with laws end regulations,
CLIENT agrees that In accordance with generally accepted construction
practices, thit construction contractor will be required 10 assume tole and
complete reapondibiilty for jobaits conditions during the course of
construction of the project, including safety of ail persons $nil property end
in&% this responsibility shall be continuous and not be limited to normal
working hours. CLIENT further agree$ that in its agreements with
contractors for construction Services It will require that both CLIENT and
GAIA be named as additional insureds on pit general liability Insurance
policies required to be maintained by such contractors. Any gtatements of
estimated construction coats furnished by GAIA are based on profoeslonol
opinions and judgment, end GAIA will not be responsible for fluctuations In
construction costs,
3.3 Swvicas by CLIENT. CLIENT will provide access to site of work, obtain all
Permits, provide all least services In connection with the PrOIOCt, end provide
environmental impdC% (sports, unless specifically included in the scope of
work. CLIENT shall pay the Costs 01 chocking and Inspection loan, Zoning
application fees, soils engtnetring lees, looting foes, surveying fees, and all
other fees, permits, bond pramiuma, and all other charges not specifically
covered by the term& of this ogresmOnt, CLIENT shall designate to GAIA the
location of all subsurface utility tines And other subsurface man-made objects
(in this agreement colioctiv$ly called "buried utilities') within the bounderlos
of the jobsite. GAIA wilt conduct at CLIENT's expenses such additional
research as In GAtA'o wofasslonsl opinion Is sopraprlato to attempt to verify
The location of any buried utililles at the jobelts, but CLIENT shall romaln
rOsponsible for the ACewslo daslgnatlon cf their location and shell Indemnify,
derond, and hold GAIA harmless from any liability for Injury or loss &rising
from damage to any inaccurately located buried utilities.
3.4 Magnetic Data, Reports and writings to be provldcd by GAIA under the
scope of work will not be provided In magnetic disk lorm unless CLIENT
provides GAIA with in agreement supplemental to this agreement providing
Indemnification satisfactory, In farm and amount to GAiA,
3.5 Adjustment. Stivices or work products not In the original scope of work will
result In an adjustment Of GALA's original estimated budget or lump turn toe
and will be provided at CLIENT's roqueet upon execution of a written
amendment to this &grHmont expressly roferying to the $ame, llgnod by
both parties.
3.A Amendments, This agreement may be amended only by a wriltar,
instrument, signed by both CLIENT and GAIA, which expressly (elarA to tn,s
agreement.
ARTICLE 4, TERMINATION OF AGREEMENT
4,1 Due to Default. This agreement may be terminsted by either perry UoOh
seven;7) days written notice should the other party fall aubstantiouv to
perform In accordance with this agreement through no fault of the panv
Initiating the termination,
4.2 Without Case, This agreement may be terminsted by CLIENT upon at least
fourteen (14) days written notice to GAIA in the event that the Prti*t rt
abandoned.
4.3 Terminettan Adjustment; PaYment. IF this &greamenf lA tafminetea ov
CLIENT through no fault of GAIA, GAIA shad be paid for services perfor-ed
and costs incurred by it prior to as receipt of notice at terminl frc^
CLIENT, including reimbursement for Direct Expenses dus, plus in addiUone�
amount, not to exceed ten percent 110%) of charges Incurred to Ine
termination nonce date to cover services to orderly close the work and
Prepare project hies and documentation, plus any additional Direct Expenses
Incurred by GAIA including but limited to cancellation fete or charge% GAIA
will use reasonable elicits to minimize such addalonal charges.
ARTICLE 5. ALLOCATION OF RISK; WAIVER; WARRANTY
5.1 Allocation Of Risk. GAtA'S liability to CLIENT, CLIENT'& con;rectors,
subconlractots, and their agonta, employees, and consultants, and to a;i
other third parties, which may $rise from or be due directly of indirectly to
the negligonl actt, errors, and/or omissions Of GAIA, its agents, emoiovees
of consultants snail not exceed $50,000 end shall be limited to direct
damages. Ali other damages such as lass of use, profits, 11MICIplted grafts,
and like losses are consequential damages for which GAiA is not hob-e
CLIENT shall giva written notice to GAIA of any claim or negpgerit act, *nor
of omisslon within one (I I year &flat the completion of the work performec
by GAiA. Failure to give notice herein raqulrtd shall constitute t werver ci
said cinim by CLIENT,
6.2 Warranty. The only warranty or guarontae made by GAIA In connoction
with the services performed under this agreement is that such #arvicas are
Performed with the care and skill ordinarily exerClstd by members or tit#
profession practicing under similar conditions at the same time and in the
eame or a similar locality, When the findings and recommenditions or GAIA
Ore based on Information supplied lay CLIENT and others, such findlnpl Inc'
reeommandatlons are correct to the host of GAIA's knowledge and belief
No other warranty, express or implied, is made or Intonded by providing
consulting services or by furnishing oral or writton fetiorta of the findirgs
made.
ARTICLE E, GENERAL PROVISIONS
6.1 AppticableLaw, This agreement shall be Interpreted and enforced tccordlnp
to the laws of the State of Washington, unless og(ead otherwise.
e,2 Precedence of Conditions. Should any conflict exist between the terms
herein and the terms of any purchase order of Confirmation Itsuod ov
CLIENT, the terms Of these Standard Conditions shall proven in the sosence
of GAIA's express written agreement,
6,3 Aaeignment; Subcontracting. Neither CLIENT nor GAIA shell assign •T1
interest In this agreement without the written consent of the other. CLIENT
hereby consents 10 GAIA'a subconirecting any portion of the work to Da
performed hereuncer.
6,4 Ownership of Documents. All tracings, survey notes, computer of0VOrr,s
and other original documents are Instruments Of stivlc• And shell remain th.e
property of GAIA. Us* of GAIA's work productis) on other pfolects without
GAIA's prior written consent Is prohibited; however, if Wed, such use shall
be at CLIENT's sole rtak. No documents may be altered or modltiod OK't:,
by GAIA,
6,5 Force M&jaure Any delay or dafriUli in the perf0fmenae of any otgauon ci
GAIA under this ogroomeni resulting from any couso(s) beyond GAIA s
rstsonabia control, shell not be deamod a breach of this ag,eemenl, Tne
occurrence of any such event shall suspend the obligations of GAIA as io^p
es poilormance it delayed or prevented thereby, #nil the fees due herounla,
shall be eouitabiv adjusted,
6.6 Atiornay's Fast, Should either party noreto bring suit in court to erforct
any term of this egroomant, it Is agreed that the pravaiting party snail De
entitled to recover hit costs, exponsss, and reasonable attorneys fact
6,7 Margar; Waiver; Survlval, Except es let forth In Article 15 above, lh,s
agreement constitutes the entire and integrstod ogreemont between the
parties horolo and suporseoos all prior negotiations, ropresenlal ano,o•
agreements, writton of oral. One or more waiver of any term, COnViOn, a'
other provision of this agreement by either party shall not be construed es
e waiver of a subsequent breach 01 the same Or Any other provisions Any
provision he,00f which is legally deemed void or unenforceable shell not vc,c
this entire egreomenl and All remalning provitloni AhAll survive and oa
enforceable.
July 20, 1993
Pogo 2
client:
GALA NORTHWEST, INCORPORATED
Conuva/Propoaa) Date:
Date;
SCHEDULE OF CHARGES
Personnel Compensation
Classlficalion Hourly Rote
Technician .. , .. $ 44
Designer..........................I;.......... 60
Junior Engineer Scientist .. . . . ...... . . . ... . . . . .. . ... 85
Senior Engineer Scientist .......... , I ....... I . . , 98
Senior Project Manager ... . . ...... . .... . .. . ........ 94
Principal/Consultant ....... . . ..... ... . .. ..... . . . . 120
Word Processor ...... . ........ . . ........... . .... 40
The above hourly rates include normal and incidental costs such as routine copying, communications,
postage, and office supplies.
Direct Expenses
Reimbursement for direct expenses, as listed below, Incurred in connection with the work, will be at
cost plus ten percent for Items such as:
a. Maps. photographs, reproductions, printing, equipment rental, and special supplies related to
the work.
b. Consultants, soils engineers, surveyors, contractors, and other outside services.
c, Rented vehicles, local public transportation and taxis, travel, and subsistence.
d. Specific telecommunications and delivery charges.
e. Special fees, Insurance, permits, and licenses applicable to the work.
f. Outside computer processing, computation, and proprietary programs purchased for the work.
Reimbursement for owned automobiles, except trucks and four-wheel drive vehicles, used in
connection with the work will be at the rate of 35C per mile. The rate for trucks and four-wheel drive
vehicles will be $25 per day and 400 per mile.
Rate for professional staff for legal proceedings or as expert witnesses will be at a rate one and one-
half times the hourly rates specified above,
in-house laboratory analysis, sampling vehicle, and equipment charges will be per current rate schedule
or special quotation.
Excise and gross receipts taxes, if any, will be added as a direct expense.
Addljlonal processing charges will be added for other than standard invoice backup documentation.
The foregoing Schedule of Charges is Incorporated In to the agreement for the services provided,
effective January 1, 1993, through December 31, 1993. After January 1, 1994, invoices will reflect
the Schedule of Charges currently In effect.
July 20, 1993 page 1