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HomeMy WebLinkAboutSWCA Environmental Consultants - 'A' St Cultural Resource Assessment AgreementPROFESSIONAL SERVICES AGREEMENT CULTURAL RESOURCES ASSESSMENT FOR THE "A" STREET SPORTS COMPLEX THIS AGREEMENT is made and entered into between the City of Pasco, a Washington Municipal Corporation, hereinafter referred to as "City", and SWCA, Incorporated dba SWCA Environmental Consultants, hereinafter referred to as "Consultant," on the I day of S , 2020. RECITALS WHEREAS, the City desires to have certain services and/or tasks performed as set forth below requiring specialized skills, training, equipment, and other supportive capabilities; and WHEREAS, the Consultant represents that it is qualified and possesses sufficient skills, experience, equipment, and necessary capabilities, including: technical and professional expertise, when required, to perform the services and/or tasks as set forth in this Agreement upon which the City is relying. NOW, THEREFORE, in consideration of the mutual covenants, and performances contained herein, the parties agree as follows: 1. Scope of Services. The Consultant shall perform such services and accomplish such tasks, including the furnishing of all labor, materials, facilities and equipment necessary for full performance thereof, as identified and designated as Consultant's Responsibilities throughout this Agreement, and as more particularly described in Scope of Work detailed in Exhibit A, attached hereto and incorporated herein (the "Project"). 2. Term. This Project shall begin on the execution date listed above and promptly be completed by March, 2020. 3. Compensation and Payment. 3.1 Payment for services provided hereunder shall be made following the performance of such services. 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 Project. 3.2 No payment shall be made for any services rendered by the Consultant except for services identified and set forth in this Agreement except as may be authorized by a written supplemental agreement approved by the City. 3.3 The City shall pay the Consultant for work performed under this Agreement upon timely submitted invoices detailing work performed and expenses for which reimbursement is sought. The City shall approve all invoices before payment is Professional Services Agreement — SWCA Cultural Resources Assessment for the "A" Street Sports Complex Page 1 of 9 5. Ownership and Use of Documents. 5.1 All research, tests, surveys, preliminary data, information, drawings and documents made, collected, or prepared by the Consultant for performing the services subject to this Agreement, as well as any final product, collectively referred to as "work product," shall be deemed as the exclusive property of the City, including copyright as secured thereon. Consultant may not use them except in connection with the performance of the services under this Agreement or with the prior written consent of the City. Any prior copyrighted materials owned by the Consultant and utilized in the performance of the services under this Agreement, or embedded in with the materials, products and services provided thereunder, shall remain the property of the Consultant subject to a license granted to the City for their continued use of the products and services provided under this Agreement. Any work product used by the Consultant in the' performance of these services which it deems as "confidential," "proprietary," or a "trade secret" shall be conspicuously designated as such. 5.2 In the event of Consultant's default, or in the event that this Agreement is terminated prior to its completion, the work product of the Consultant, along with a summary of the services performed to date of default or termination, shall become the property of the City, and tender of the work product and summary shall be a prerequisite to final payment under this Agreement. The summary of services provided shall be prepared at no additional cost, if the Agreement is terminated through default by the Consultant. If the Agreement is terminated through convenience by the City, the City agrees to pay Consultant for the preparation of the summary of services provided. 6. Public Records. 6.1 Consultant acknowledges that the City is an agency subject to Chapter 42.56 RCW "Public Records Act." All preliminary drafts or notes prepared or gathered by the Consultant, and recommendations of the Consultant are exempt prior to the acceptance by the City or public citation by the City in connection with City action. 6.2 If the Consultant becomes a custodian of public records of the City and request for such records is received by the City, the Consultant shall respond to the request by the City for such records within five (5) business days by either providing the records, or by identifying in writing the additional time necessary to provide the records with a description of the reasons why additional time is needed. Such additional time shall not exceed twenty (20) business days unless extraordinary good cause is shown. 6.3 In the event the City receives a public records request for protected work product of the Consultant within its possession, the City shall, prior to the release of any protected work product or as a result of a public records request or subpoena, provide Consultant at least ten (10) business days prior written notice of the pending Professional Services Agreement — SWCA Cultural Resources Assessment for the "A" Street Sports Complex Page 3 of 9 8.2 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 injuries or damages to property caused by or resulting from the concurrent negligence of the Consultant, and the City, its officers, employees, agents and volunteers, the Consultant's liability and obligation to defend hereunder shall only be the proportionate extent of the Consultant's negligence. 8.3 It is further agreed 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. 8.4 No liability shall attach to the City by reason of entering into this Agreement except as expressly provided herein. 8.5 This indemnification shall include damages, penalties and attorney fees sustained as a result of Consultant's delayed or failed performance of Section 6 above. 8.6 This waiver has been mutually negotiated by the parties, and the provisions of this section shall survive the expiration or termination of this Agreement. 9. 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 performance of the work hereunder by the Consultant, its agents, representatives, employees, or subcontractors. 9.1 Minimum Scope of Insurance. Consultant shall obtain insurance of the types described below: 9.1.1 Automobile Liability insurance covering all owned, non -owned, hired and leased vehicles. 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. 9.1.2 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. The City shall be named as an insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City. 9.1.3 Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 9.1.4 Professional Liability insurance appropriate to the Consultant's profession. Professional Services Agreement — SWCA Cultural Resources Assessment for the "A" Street Sports Complex Page 5 of 9 this Agreement without discrimination because of their race, creed, color, national origin, sex, marital status, age or the presence of any sensory, mental or physical handicap. Consultant shall take such action with respect to this Agreement as may be required to ensure full compliance with local, State and Federal laws prohibiting discrimination in employment. 11. Covenant Against Contingent Fees. The Consultant warrants that it has not employed nor retained any company, firm, or person, other than a bona fide employee working exclusively for the Consultant, to solicit or secure this Agreement; and that it has not paid or agreed to pay any company, person or firm, other than a bona fide employee working exclusively for the Consultant, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the City shall have the right to terminate this Agreement. 12. Assignment and Subcontracting. 12.1 The City has awarded this Agreement to the Consultant due to its unique qualifications to perform these services. The Consultant shall not assign (or subcontract other than as specifically identified in Exhibit A) its performance under this Agreement or any portions of this Agreement without the prior written consent of the City, which consent must be sought at least thirty (30) days prior to the date of any proposed assignment. 12.2 Any work or services assigned or subcontracted hereunder shall be subject to each provision of this Agreement including Section 6, Public Records; Section 10, Nondiscrimination; proper bidding procedures where applicable; and all local, State and Federal statutes, ordinances and guidelines. 12.3 Any technical or professional service subcontract not listed in this Agreement, must have prior written approval by the City. 13. Termination. 13.1 Termination for Convenience. Either party may terminate this Agreement for any reason upon giving the other party no less than ten (10) business days written notice in advance of the effective date of such termination. 13.2 Termination for Cause. If the Consultant fails to perform in the manner called for in this Agreement, or if the Consultant fails to comply with any other provisions of this Agreement and fails to correct such noncompliance within five (5) business days of written notice thereof, the City may terminate this Agreement for cause. Termination shall be effected by serving a notice of termination on the Consultant setting forth the manner in which the Consultant is in default. The Consultant will only be paid for services and expenses complying with the terms of this Agreement, incurred prior to termination. Professional Services Agreement — SWCA Cultural Resources Assessment for the "A" Street Sports Complex Page 7 of 9 17. Intep-ration. This Agreement between the parties consists in its entirety of this document and any exhibits, schedules or attachments. Any modification of this Agreement or change order affecting this Agreement shall be in writing and signed by both parties. 18. Authorization. By signature below, each party warrants that they are authorized and empowered to execute this Agreement binding the City and the Consultant respectively. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above. CITY OF PASCO, WASHINGTON Zac i RatkO, A& S Director ATTEST: Debra Barham, City Clerk APPROVED AS TO FORM: on Law, PLLC, City Attorney Professional Services Agreement — SWCA Cultural Resources Assessment for the "A" Street Sports Complex CONSULTANT Amanda Childs, Pacific Northwest Office Director SWCA Environmental Consultants Page 9of9 SWCAI Cultural Resources Assessment for the "A" Streets Sports Complex Phase 1 TASK 2: BACKGROUND RESEARCH SWCA will conduct a records search of the Washington Information System for Architectural and Archaeological Records Data (WISAARD) database, maintained by the Department of Archaeology and Historic Preservation (DAHP), for materials on previous cultural resource studies, any listed National Register of Historic Places properties, and identified archaeological sites in the project vicinity. SWCA staff will also review historical land documents and maps including General Land Office (GLO) maps, Sanborn Fire Insurance Company maps, and tax assessor data to assess land use changes and topography changes over time within the project area. Further, SWCA staff will review U.S. Geological Survey (USGS) and soil data to better understand the specific natural processes which would affect the context of archaeological materials and lastly, SWCA will inquire about local historical knowledge of the project area from the Tribal entities and City of Pasco. Deliverables: None Schedule: SWCA staff can initiate background research within 5 days of notice to proceed. TASK 3: FIELD SURVEY SWCA will conduct an archaeological survey in areas where ground -disturbing activities will occur to identify potential archaeological resources. The survey will include pedestrian walkover and subsurface shovel probes. The pedestrian survey will involve archaeologists walking along transects spaced no more than 20 meters apart, systematically examining the ground surface for archaeological materials. SWCA crews will record their observations on standardized field forms and in field notebooks. SWCA will conduct subsurface testing in locations with a high probability to contain archaeological resources. If the project area has similar probabilities across the entire area, SWCA will conduct sample testing throughout the project area. SWCA proposes to conduct subsurface testing to about 50 percent of the entire project area, consisting of up to 28 shovel probes. Probes will measure 30 cm in diameter and will extend to a minimum of 50 cm below the surface and two culturally sterile 10-cm levels, where possible. All soils will be screened through'/- inch hardware mesh. Should archaeological materials be discovered, they will not be collected. Rather, to the extent possible, the artifacts will be identified as to type, material, function, and cultural and temporal association. All diagnostic (those that have a clear temporal connection) materials will be photographed. Then all materials will be returned to their shovel probe of origin and reburied. Resources will be recorded on the appropriate DAHP resource forms. Global positioning system (GPS) data on the location of resources will be collected and submitted as geographic information system (GIS) files. If a GPS unit cannot be used to record resources, locations of areas surveyed, or resources will be marked on a USGS quadrangle map and then georeferenced during post -field processing. SWCA's cost estimate assumes that one archaeological resource will be encountered during the archaeological survey. Identified resources will be recorded according to DAHP guidelines. Deliverables: None Schedule: Within 3 weeks from Task 2 (dependent on weather conditions) Page 1 2 SWCAI Cultural Resources Assessment for the "A" Streets Sports Complex Phase 1 The project schedule is based on receiving City of Pasco notice -to -proceed by January 15, 2019. This schedule can always be adjusted to meet project needs. ACTIVITY COMPLETION DATE Notice -to -proceed January 13, 2020 Background Research Field investigations Draft report submitted City of Pasco comments received Final report and GIs data provided Week of January 13, 2020 February 7, 2020 February 28, 2020 March 13, 2020* March 20, 2020 * Based on an assumption of two weeks for City of Pasco review. Thank you for the opportunity to submit this proposal. Please do not hesitate to contact me by email at amanda.carroll@swca.com or on my cell phone at (360) 771-6866 if you have questions. Sincerely, Amanda Carroll Assistant Project Manager Page 1 4