Loading...
HomeMy WebLinkAboutAspect Consulting, LLC - Master Services Agreement Aspect WCONSULTING MASTER SERVICES AGREEMENT Between Aspect Consulting, LLC AND City of Yakima 350 Madison Avenue North 2301 Fruitvale Blvd Bainbridge Island, Washington 98110 Yakima, Washington 98902 THIS MASTER SERVICES AGREEMENT ("Agreement") is entered into by Aspect Consulting, LLC ("Aspect") and the City of Yakima ("Client"). This Agreement states all terms of the parties' agreement relative to the services by Aspect for the Client and can only be modified with a subsequent document signed by both parties. The following Terms and Conditions are part of this Agreement. The work to be performed by Aspect, including the schedule and the budget for the work, will be described and authorized in an individual,project-specific Contract Order signed by Aspect and Client(the "Work"). The Contract Order will identify the project name ("Project") and Project owner(if different than Client). Each Contract Order incorporates this Agreement and this Agreement shall govern the performance of, and payment for, the Work, unless specifically stated otherwise in the Contract Order. IN APPROVAL, authorized representatives of Aspect and Client have signed below. Aspect Consulting,LLC City of Yaki . Signature: 2�- Signature: e �� ► ,. � Name: n H. Knutson Name: R,sWtJ�,Y+ Harrj%or- Title: Principal Water Resources Engineer Title: l.: Date: January 27, 2021 Date: aLUrt CITY CONTRACT NO: 09-4016-D19 RESOLUTION NO: &v I "e a —I- ysw a, " er Aspect Consulting,LLC 1106 North 35th Avenue Yaklma,WA 98902 509 895 5957 www aspectconsulting corn Terms and Conditions 1. Term of Agreement.This Agreement will remain or arranger of the transportation and/or disposal of in effect until terminated in accordance with the terms of hazardous substances from the Property. Client agrees this Agreement. to hold harmless,defend and indemnify Aspect and its subcontractors from any claims and/or damages, 2. Work to be Performed. During the term of this including attorney fees,arising out of the presence, Agreement,the Work to be performed by Aspect shall be release,or threatened release of hazardous substances authorized by project-specific Contract Orders between on or from the Property,except to the extent directly Aspect and Client,each of which will state a Scope of caused by the negligence of Aspect or its Work, Schedule and a Budget.Any amendment to a subcontractors. Contract Order must be in writing and signed by authorized representatives of both parties.The Terms 6. Slope Stability.Client recognizes risks are and Conditions of this Agreement shall apply to each inherent with any site involving slopes.Client accepts Contract Order.Aspect may assign work included under full responsibility for these risks. Client acknowledges this Agreement to subcontractors. that the information obtained or recommendations made by Aspect may help to reduce Client's risk but no 3. Right of Entry and Property Responsibility.The amount of engineering or geologic analysis can assure Client will obtain right of entry to the property where slope stability.Therefore,Client agrees to hold the Work is to be performed("Property").The right of harmless,defend and indemnify Aspect and its entry shall allow Aspect and its subcontractors to enter subcontractors from any claims and/or damages, the Property to perform the Work,which may require including attorney fees,arising out of or related to slope repeated visits to the Property.Aspect is responsible for movement,except to the extent directly caused by the its own activities,but has no responsibility for the negligence of Aspect or its subcontractors. Property. 7. Sample Disposal/Well Decommissioning. 4. Subsurface Risks and Site Damage.Client Aspect may dispose of any samples obtained from the recognizes special risks exist whenever professional Property 30 calendar days after the issuance of any consulting services are employed to determine the document that includes the data obtained from the composition of a site's subsurface, subsurface water sample,unless other arrangements are mutually agreed resources,or to determine the existence or non- upon in writing.Unless expressly stated otherwise in existence of any man-made or natural subsurface the description of Work,the disposal cost for samples is features,including,but not limited to, hazardous not included in any cost estimate for the Work.Client substances.Client shall disclose to Aspect all known acknowledges the difficulty in determining disposal conditions,substances,or features in writing or in costs in advance and authorizes Aspect to bill Client for maps,plans or drawings. Even with adequate disclosure expenses incurred in disposing of samples obtained by Client, Client acknowledges that the use of from the Property. exploration and testing equipment may unavoidably damage or alter the Property surface or subsurface and Any wells installed as part of Aspect's work may later Client accepts this risk.Client assumes responsibility need to be properly decommissioned and recorded in for claims and/or damages arising from changed or accordance with applicable law. Unless expressly stated differing site conditions or to subsurface structures, otherwise in the description of Work,well including buried utility lines, pipes,tanks,tunnels,or decommissioning and recording are not included in the other conditions and agrees to hold harmless,defend Work to be performed by Aspect. and indemnify Aspect and its subcontractors from any such claims and/or damages,including attorney fees, 8. Schedule.Time is of the essence and Client and except to the extent directly caused by the negligence of Aspect agree to keep each other thoroughly informed as Aspect or its Subcontractors. to the overall progress of each project for which Aspect receives a Contract Order.Aspect shall commence and 5. Hazardous Substances.Client shall provide complete the Work to be performed in a prompt and Aspect with all information available to Client diligent manner in accordance with the schedule concerning past and present use of the Property and the identified in the Contract Order("Schedule"). nature and extent of any known or suspected hazardous substances or conditions,prior to Aspect performing the 9. Independent Client.Aspect is an independent Work.Unless expressly stated otherwise in the contractor with respect to all the Work performed under Agreement,Client acknowledges that Aspect has no this Agreement.Aspect shall be a licensed general or liability as a generator, operator,transporter,disposer, Page 2 specialty contractor in the state where the Work is judgments,awards,costs and expenses(including performed. reasonable costs and attorney fees)resulting from death or bodily injury to any person or damage or 10. Termination.Suspension or termination of all or destruction to a third party or third parties to the extent any part of the Work may be initiated by Client; caused by any negligent act and/or omission of however Client shall be responsible for all fees owed Aspect, its officers,employees,agents,volunteers Aspect for Work performed by Aspect, including all and/or subcontractors,arising out of the performance direct costs and all expenses incurred or committed that of this Contract. cannot be cancelled without penalty as well as reasonable termination expenses,prior to Aspect's 13.2. If the negligence or willful misconduct of both receipt of written notice from Client.Either party may Aspect and the City (or a person identified above for terminate this Agreement for cause in the event of the whom each is liable)is a cause of such third party other party's substantial or material failure to perform claim,the loss,cost,or expense shall be shared in accordance with the terms hereof,through no fault of between Aspect and the City in proportion to their the terminating party. Except for termination arising out relative degrees of negligence or willful misconduct of delinquency in payment,a termination for cause and the right of indemnity will apply for such shall not be effective unless: (i)not less than seven proportion. days'written notice of intent to terminate has been provided; (ii)the notice specifies all reasons for the 13.3. Nothing contained in this Section or this termination;and(iii)the notified party is given an Contract shall be construed to create a liability or a opportunity to consult with the terminating party to right of indemnification in any third party. discuss the termination and to cure the substantial failure before the expiration of the period specified in 13.4 At all times during performance of the Services, the written notice. Aspect shall secure and maintain in effect insurance to protect the City from and against all covered claims, 11. Safety and Prudent Practices.Aspect shall take damages,losses,and expenses arising out of or all reasonable precautions in performance of its Work resulting from the performance of this Contract. to protect the health and safety of its employees, Aspect shall provide and maintain in force insurance subcontractors and members of the public.Aspect shall in limits no less than that stated below,as applicable. comply with health,safety,and fire protection The City reserves the right to require higher limits regulations as well as the reasonable requirements of should it deem it necessary in the best interest of the Client or Project owner(if different that Client). public,and will reimburse Aspect for any additional required coverage. 12. Performance and Warranty Limitation. Aspect will perform all Work consistent with Commercial General Liability Insurance. recognized standards of professionals in the same Before this Contract is fully executed by the parties, locality and involving similar conditions. ASPECT Aspect shall provide the City with a certificate of MAKES NO OTHER WARRANTIES OR insurance as proof of commercial liability insurance GUARANTEES OF ANY KIND,EXPRESS OR and commercial umbrella liability insurance with a IMPLIED, IN CONNECTION WITH THE WORK. total minimum liability limit of One Million Dollars No representative of Aspect is authorized to give or ($1,000,000.00)per occurrence combined single limit make any other representation or warranty in any way, for bodily injury and property damage,and Two in connection with the Work. Aspect shall not be liable Million Dollars($2,000,000.00)general aggregate. for any failure or delay in performance by Aspect The policy shall include employers liability resulting,in whole or in part, from any cause beyond (Washington Stop Gap). The certificate shall clearly the reasonable control of Aspect,nor shall Aspect be state who the provider is,the coverage amount,the liable for the action or inaction of governmental policy number,and when the policy and provisions agencies,including but not limited to,the issuance or provided are in effect. Said policy shall be in effect non-issuance of any water right permit,certificate, for the duration of this Contract. The policy shall amendment and/or transfer. name the City,its elected officials,officers,agents, employees,and volunteers as additional insureds.The 13. Indemnification and Insurance insurance shall be with an insurance company or companies rated A-V1I or higher in Best's Guide and 13.1 Aspect agrees to protect,defend,indemnify and admitted in the State of Washington. hold harmless the City,its elected officials,officers, employees,agents,and volunteers from any and all Commercial Automobile Liability Insurance. claims,demands, losses,liens,liabilities,penalties, fines,lawsuits,and other proceedings and all Page 3 a. If Aspect owns any vehicles,before this beyond 30 days,on a monthly basis for the preceding Contract is fully executed by the parties,Aspect shall month's work. Billing corrections must be requested provide the City with a certificate of insurance as within 30 days of invoice date. Payment terms are net 30 proof of commercial automobile liability insurance days from the date of invoice. All overdue payments are and commercial umbrella liability insurance with a subject to an additional interest and service charge of one total minimum liability limit of One Million Dollars and one-half percent(1.5%)(or the maximum rate ($1,000,000.00)per occurrence combined single limit permissible by law,whichever is lesser)per month or for bodily injury and property damage. Automobile portion thereof from the due date until the date of liability will apply to"Any Auto"and be shown on the payment.All fees will be charged or billed directly to certificate. Client. Aspect will not bill a third party without a statement,signed by the third party,accepting payment b. If Aspect does not own any vehicles,only responsibility. In the event a third party fails to pay, "Non-owned and Hired Automobile Liability"will be Client shall remain liable for all unpaid invoices for the required and may added to the commercial liability Work.Aspect may suspend services and/or withhold coverage at the same limits as required in that section delivery of data for Work in the event Client fails to pay of this Contract,which is Section 2 entitled its invoices. Client shall be responsible for all costs and "Commercial Liability Insurance". expenses of collection including reasonable attorney's fees. c. Under either situation described above in Section 13.4(a)and Section 13.4(b),the required 15. Industrial Insurance Waiver.Aspect waives its certificate of insurance shall clearly state who the immunity under Title 51 RCW,Industrial Insurance, provider is,the coverage amount,the policy number, with respect to claims against Client, its officers, and when the policy and provisions provided are in members, employees and Project Owner(if different effect. Said policy shall be in effect for the duration of than Client)for injuries to Aspect's employees. this Contract. The policy shall name the City,its elected officials,officers,agents, employees,and 16. Liens.Aspect will promptly pay for all services, volunteers as additional insureds.The insurance shall labor,material,and equipment used in the performance be with an insurance company or companies rated of the Work and will indemnify Client and Project A- VII or higher in Best's Guide and admitted in the State Owner(if different than Client)from and against all of Washington. costs arising from mechanics or other liens arising from Aspect's Work. Professional Liability Coverage. 17. Confidentiality.Aspect agrees to prevent disclosure Before this Contract is fully executed by the parties, to others of any information or reports resulting from the Aspect shall provide the City with a certificate of Work,or confidential information provided by Aspect insurance as proof of professional liability coverage with regardless of the termination of this Agreement,except a total minimum liability limit of One Million Dollars upon receipt of written approval from Client or order of ($1,000,000.00)per claim,and Two Million Dollars a court of competent jurisdiction.This confidentiality ($2,000,000.00)aggregate. The certificate shall clearly obligation shall not apply to information that is available state who the provider is,the coverage amount,the to the public or is obtained on a non-confidential basis policy number,and when the policy and provisions from others. provided are in effect. The insurance shall be with an insurance company or companies rated A-VII or higher 18. Ownership of Documents. in Best's Guide. If the policy is written on a claims made basis the coverage will continue in force for an 18.1 Data, reports or information provided by Aspect or additional two years after the completion of this contract. its subcontractors under this Agreement shall only become the property of Client upon full payment for the 13.5 Aspect's liability to Client for bodily injury or Work.After full payment,Aspect shall retain joint property damage covered by Aspect's General Liability ownership of all such information.Aspect shall retain Insurance policy shall be limited to the proceeds copies of the original electronic files and/or hardcopy available from the primary General Liability Insurance versions of information provided by Aspect or by Client. policy. In no event shall either party be liable to the other Aspect's originals shall govern in the event of any party,for any consequential or incidental damages, dispute regarding the content of electronic media including,without limitation,damages for loss of furnished to others. income,loss of profits and/or loss or restriction of use of the Property. 18.2 All reports prepared by Aspect or its subcontractors under this Agreement are intended solely 14. Payment Terms. Invoices shall be submitted to for the Client and apply only to the Work.Any use or Client upon completion of the Work,or if Work extend reuse by Client for purposes outside of this Agreement is Page 4 at the sole risk of Client and without liability to Aspect. Although the mediation shall be conducted according to Aspect shall not be liable for any third parties' use of the AAA's rules,the mediation shall be conducted outside of deliverables provided by Aspect. the AAA administration. If the dispute cannot be resolved through negotiation or mediation,then Aspect 18.3 Aspect is entitled to rely upon the completeness and Client agree that exclusive jurisdiction and venue for and accuracy of reports,documents,drawings,plans and litigation shall lie in a court of competent jurisdiction in other information furnished by Client concerning the Yakima County,Washington concerning the Project that Property or the Project that is the subject of this is the subject of the applicable Contract Order. In any Agreement. litigation between Aspect and Client,the prevailing party will be awarded its costs, attorney fees,and expert 18.4 In the event Aspect is required to respond to legal witness fees.The terms of this Section 19 shall survive process related to the Work for Client,Client agrees to the termination of this Agreement. reimburse Aspect its current hourly charges for personnel involved in the response and attorney fees 20. Miscellaneous. reasonably incurred in obtaining advice concerning the response,preparation to testify,and appearances related 20.1 These Terms and Conditions,together with the to the legal process,travel and all reasonable expenses Agreement,the Schedule of Charges,and any additions or associated with the litigation. revisions agreed upon in writing by the parties,form the entire Agreement and control over all previous 18.5 Unless a different time period is stated in the communications,representations,or agreements,either Agreement,Aspect shall retain records in accordance verbal or written,between Client and Aspect. with Aspect's records retention policy. 20.2 The unenforceability of any term or condition 19. Dispute Resolution.Aspect and Client agree to use herein shall not affect the validity or enforceability of the their best efforts to settle any disputes,claims,or other remainder to these Terms and Conditions;the intent of the matters in controversy related to or arising under this parties being the provisions are severable.The section Agreement through direct negotiations.Aspect and headings of these Terms and Conditions are intended Client agree to submit any dispute not resolved through solely for convenience and do not define or affect these direct negotiations within 60 days to mediation before Terms and Conditions or their interpretation.No waiver resorting to litigation.Unless the parties agree otherwise by either party of any provision,term or condition hereof later,the mediation will utilize the rules of the American or of any obligation of the other party hereunder shall Arbitration Association("AAA")and will be conducted constitute a waiver of any subsequent breach or other in Washington.The mediator shall be a licensed attorney obligation. with at least 15 years' experience in commercial law. ( Page 5 Aspect /CONSULTING Contract Order #1 under Master Services Agreement Client: City of Yakima Date: December 29, 2020 2301 Fruitvale Blvd Yakima, Washington 98902 Project No.: 200638 Project Name: Wide Hollow Creek Pedestrian Bridge Hydraulic and Geotechnical Services Description of Work Cost Aspect Consulting, LLC (Aspect) is providing hydraulic and geotechnical services to City of Yakima to support the replacement of a well-traveled pedestrian bridge across Wide Hollow Creek. Overall project services will be provided in a phased manner as directed by the City. Aspect's overall services are expected to include: 1 Gathering and reviewing background data; 2 Conducting a geotechnical and hydraulic/floodplain reconnaissance; 3 Planning and conducting a geotechnical investigation; 4 Developing recommendations regarding bridge footings and abutments; 5 Developing an updated hydraulic model for existing and proposed conditions; 6 Completing scour and no-rise analyses and preparing associated mitigation recommendations; and 7 Other technical and permitting support as-needed. This contract order for Phase 1 services covers items 1 and 2 above. Aspect will provide the following Phase 1 services: Task 1 — Data Gathering and Review Task 1 - $3,800 • Gather and review available data, including GIS data, topography/LiDAR, existing geologic maps and available geotechnical data in the site vicinity, any preliminary plans or studies provided by the City, FEMA floodplain insurance rate maps (FIRMs)and flood insurance study, photos, flood history, existing wetland and ordinary high water mark report, etc. • Prepare for and hold a project kickoff meeting. Task 2 — Site Reconnaissance and Survey Plan 2.1 Geotechnical Reconnaissance Task 2 - $5,500 • Complete a geotechnical site reconnaissance to observe and evaluate surface conditions, soil exposures in the stream bank, and likely/proposed bridge abutment locations. Explore near-surface soil conditions using hand tools. Bainbridge Island Office: 350 Madison Avenue North,Bainbridge Island,WA 98110 (206)780-9370 Bellingham Office: 907 Hams Avenue,Suite 301,Bellingham,WA 98225 (360)746-8964 Bend Office: 532 SW 13th St.,Ste.103,Bend,OR 97702 (971)865-5896 Seattle Office: 710 2nd Ave,Suite 550,Seattle,WA 98104 (206)328-7443 Olympia Office: 504 14th Ave SE,Suite 200,Olympia,Washington 98501 (360)788-5146 Portland Office: 522 SW Fifth Avenue,Suite 301,Portland,OR 97204 (971)865-5890 Wenatchee Office: 23 South Mission Street,Suite C,Wenatchee,WA 98801 (509)888-5766 Yakima Office: 1106 North 35th Avenue,Yakima,WA 98902 (509)895-5957 www.aspectconsulting.com MSA Contract Order No. 1 Project No. 200638 • Collaborate with the design team regarding type, size, and location for the planned pedestrian bridge with regards to geotechnical issues. • Prepare a brief report providing conclusions and recommendations for additional studies in support of the detailed design of the pedestrian bridge. Total Estimated 2.2 Hydraulic and Floodplain Reconnaissance CO No. 1 Cost • Prepare for and conduct a site visit to identify cross section locations for $9,300 subsequent survey work, review and verify prior OHWM, perform pebble counts, conduct geomorphic assessment, and take photos and notes. Collaborate with the design team regarding type, size, and location for the Aspect will provide • planned pedestrian bridge with regards to hydraulic/floodplain issues. these services on a time • Prepare a topographic survey plan (map and GIS file)that can be provided and materials basis, not ( to-exceed $9,300 to a surveyor. without authorization by the City, according to the attached Schedule of Charges. This Contract Order incorporates the terms of the Master Services Agreement between Aspect Consulting,LLC and the City of Yakima executed 1/ q/2021 and the Terms and Conditions that are part thereof.If a conflict exists between a term stated in this Contract Order and any term stated in the Master Agreement,the term stated in this Contract Order shall control. By: z 7,,a' --- ASPECT CONSULTING,LLC Printed Name: John Knutson Principal Water Resources Engineer By. CITY OF YAKIMA Printed Name/Date: 9-01 4 r'-4— Cirri 5orN k(a et L 2fl21 V\200638 City of Yakima Wide Hollow Pedestrian Bridge Replacement\Contracts\Proposal Material\ClientMSACO0120201229 200638.docx CITY CONTRACT NO:AV[ OI 9 co' -/ RESOLUTION NO: /-f Page 2 I Asnect SCHEDULE OF CHARGES coN L T I N G Effective January 2021 IIPUnless otherwise stated in the proposal or services agreement,current rates are as follows: PERSONNEL CHARGES: ENGINEERS, SCIENTISTS, AND ANALYSTS Hourly Rate Principals and Associates Principal Scientist/Engineer/Analyst 2 $272 Principal Scientist/Engineer/Analyst 1 $258 Sr.Associate Scientist/Engineer/Analyst $238 Associate Scientist/Engineer/Analyst $223 Technical Professionals Senior Scientist/Engineer/Analyst 3 $223 Senior Scientist/Engineer/Analyst 2 $209 Senior Scientist/Engineer/Analyst 1 $195 Project Scientist/Engineer/Analyst 3 $179 Project Scientist/Engineer/Analyst 2 $166 Project Scientist/Engineer/Analyst 1 $155 Staff Scientist/Engineer/Analyst 3 $143 Staff Scientist/Engineer/Analyst 2 $129 Staff Scientist/Engineer/Analyst 1 $120 PERSONNEL CHARGES: TECHNICAL AND PROJECT SUPPORT STAFF Hourly Rate Field/Construction Staff Field/Construction Supervisor $132 Field Technician 2 $108 Field Technician 1 $100 Design, CAD,and Graphics Staff Engineering Designer $155 Sr.CAD Technician/Specialist $140 CAD Technician $123 Technical Editing and Project Operations Sr.Technical Editor $124 Technical Editor/Project Coordinator 3 $1 13 Project Coordinator 2 $105 Project Coordinator 1 $99 PERSONNEL CHARGES: TECHNOLOGY AND SOFTWARE DEVELOPMENT Hourly Rate Sr.Technology Project Manager $232 Technology Project Manager $215 Senior Software/Database Architect/Developer $220 Software/Database Architect/Developer $194 OTHER DISBURSEMENT CHARGES Legal Testimony(4-hour minimum) $350/hr Mileage Federal Gov Rate Plus 15% Subcontractors and Miscellaneous Expenses Cost Plus 15% Other equipment,rentals, and expenses will be provided on a per job basis. Client acknowledges that Aspect will adjust the Schedule of Charges annually,and that the Agreement will remain valid for any and all annually adjusted Schedule of Charges.