The URL can be used to link to this page

Home My WebLink About25-263 - Contract - Facet NW, Inc - On-Call Environmental & Planning ServicesCity of Tukwila Contract Number: 25-263 Council Approval 8/18/25 6200 Southcenter Boulevard, Tukwila WA 98188 PROFESSIONAL SERVICES AGREEMENT (Includes consultants, architects, engineers, accountants, and other professional services) THIS AGREEMENT is entered into between the City of Tukwila, Washington, hereinafter referred to as "the City", and FACET NW Inc., hereinafter referred to as "the Consultant", in consideration of the mutual benefits, terms, and conditions hereinafter specified. 1. Project Designation. The Consultant is retained by the City to perform on-call planning services and project -related services as described on Exhibit A, and as specifically identified as directed by the City in written task orders. Collectively, the services described on Exhibit A, as well as any project specific assistance, are considered the "Services". 2. Duration of Agreement; Time for Performance. This Agreement shall be in full force and effect for a period commencing upon execution and ending December 31. 2028, unless sooner terminated under the provisions hereinafter specified. The Services provided by the Consultant under this Agreement shall only commence upon written notice by the Development Services Director or designee, to the Consultant through a task order (which shall substantially conform to Exhibit B). 3. Payment. All Services provided by the Consultant shall be paid exclusively via applicant generated permit fees or allocated grant funding. A. Payment under any completed task order shall be based on the Consultant's hourly rate as set forth in Exhibit C. Upon 60 days' notice to City, Consultant may increase its hourly rate. B. The Consultant may submit vouchers to the City upon conclusion of any task order. Such vouchers will be checked by the City, confirmed that payment has either been received by an applicant or is reimbursable through allocated grant funding, and, upon approval thereof, payment shall be made to the Consultant in the amount approved. C. Payment as provided in this section shall be full compensation for work performed, services rendered, and for all materials, supplies, equipment and incidentals necessary to complete the work. D. The Consultant's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the City and the state of Washington for a period of three (3) years after final payments, unless otherwise stipulated in a task order. Copies shall be made available upon request. 4. Ownership and Use of Documents. All documents, drawings, specifications and other materials produced by the Consultant in connection with the services rendered under this Agreement shall be the property of the City whether the project for which they are made is executed or not. The Consultant shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with the Consultant's endeavors. The Consultant shall not be responsible for any use of the said documents, drawings, specifications or other materials by the City on any project other than the project specified in this Agreement. 5. Compliance with Laws. The Consultant shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances and regulations, applicable to the services rendered under this Agreement. 6. Indemnification. The Consultant shall defend, indemnify and hold the City, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of the Consultant in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. 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, 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. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 7. 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, or employees. Consultant's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Consultant to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. A. Minimum Amounts and Scope of Insurance. Consultant shall obtain insurance of the types and with the limits described below: 1. Automobile Liability, insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. Automobile Liability insurance shall cover 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. 2. Commercial General Liability insurance with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate. Commercial General Liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop -gap independent contractors and personal injury and advertising injury. The City shall be named as an additional insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO endorsement form CG 20 26. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 4. Professional Liability, with limits no less than $2,000,000 per claim and $2,000,000 policy aggregate limit. Professional Liability insurance shall be appropriate to the Consultant's profession. B. Public Entity Full Availability of Contractor Limits. If the Contractor maintains higher insurance limits than the minimums shown above, the Public Entity shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Contractor, irrespective of whether such limits maintained by the Contractor are greater CA revised May 2020 Page 2 than those required by this Contract or whether any certificate of insurance furnished to the Public Entity evidences limits of liability lower than those maintained by the Contractor. C. Other Insurance Provision. The Consultant's Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance with respect to the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not be contributed or combined with it. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage. Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. Upon request by the City, the Consultant shall furnish certified copies of all required insurance policies, including endorsements, required in this Agreement and evidence of all subcontractors' coverage. F. Notice of Cancellation. The Consultant shall provide the City with written notice of any policy cancellation, within two business days of their receipt of such notice. G. Failure to Maintain Insurance. Failure on the part of the Consultant to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days' notice to the Consultant to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Consultant from the City. 8. Independent Contractor. The Consultant and the City agree that the Consultant is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither the Consultant nor any employee of the Consultant shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to the Consultant, or any employee of the Consultant. 9. Covenant Aaainst Continaent Fees. The Consultant warrants that he has not employed or retained any company or person, other than a bonafide employee working solely for the Consultant, to solicit or secure this contract, and that he has not paid or agreed to pay any company or person, other than a bonafide employee working solely for the Consultant, any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the City shall have the right to annul this contract without liability, or in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 10. Discrimination Prohibited. Contractor, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation, the presence of any disability, or any other protected class status under state or federal law, in the selection and retention of employees or procurement of materials or supplies. 11. Assignment. The Consultant shall not sublet or assign any of the services covered by this Agreement without the express written consent of the City. CA revised May 2020 Page 3 12. Non -Waiver. Waiver by the City of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other provision. 13. Termination. A. The City reserves the right to terminate this Agreement at any time by giving ten (10) days written notice to the Consultant. B. In the event of the death of a member, partner or officer of the Consultant, or any of its supervisory personnel assigned to the project, the surviving members of the Consultant hereby agree to complete the work under the terms of this Agreement, if requested to do so by the City. This section shall not be a bar to renegotiations of this Agreement between surviving members of the Consultant and the City, if the City so chooses. 14. Applicable Law; Venue; Attorney's Fees. This Agreement shall be subject to, and the Consultant shall at all times comply with, all applicable federal, state and local laws, regulations, and rules, including the provisions of the City of Tukwila Municipal Code and ordinances of the City of Tukwila. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. Venue for any action arising from or related to this Agreement shall be exclusively in King County Superior Court. 15. Severability and Survival. If any term, condition or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. 16. Notices. Notices to the City of Tukwila shall be sent to the Notices to Consultant shall be sent to the following address: following address: City Clerk City of Tukwila 6200 Southcenter Boulevard Tukwila, WA 98188 Dan Nickel Facet NW, Inc. 9706 4th Ave NE, Suite 300 Seattle, WA 98115 17. Conflict of Interest. The Consultant agrees that during the term of this Agreement, they shall not engage in any activity, employment, or business that creates an actual or potential conflict of interest with the interests of the City. A conflict of interest includes, but is not limited to, situations where the Consultant is reviewing work product for a private party that an employee of the Consultant prepared, or any other situation where the Consultant has a financial or personal interest that could improperly influence their judgment, decisions, or actions in the performance of their obligations under this Agreement. 18. Entire Agreement; Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Consultant and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. CA revised May 2020 Page 4 CITY OF TUKWILA: Signed by: mo's At.f,(L4 T o , Mayor Date: 9/5/2025 112:50 PM PDT ATTEST/AUTHENTICATED: Si ned by: Any oun- arne t, City Clerk APPROVED AS TO FORM: Signed by: Off ice o' W9VV ttorney CA revised May 2020 Page 5 CONSULTANT: pSigned by: Dan Nicrersrxecutive Vice President, Principal of Planning Date: 9/3/2025 15:20 PM PDT Exhibit A On -Call Planning Services The Consultant shall provide on-call support to the City for matters involving environmentally critical areas (ECAs) and shoreline regulations. This may include general technical consultation, code interpretation, peer review of third -party reports, and other environmental review assistance. For work associated with Critical Areas Designation (CAD) permits, the Consultant will conduct an initial reconnaissance -level site assessment to identify potential critical areas and buffers, and provide a written summary of findings. If further delineation, classification, or technical studies are warranted, the Consultant will prepare a scope to complete the work and cost estimate for City review. All costs for permit -related services are the responsibility of the applicant and will be collected by the City and paid to the Consultant. Critical Area Ordinance Update Development and Tasks related to Salmon Recovery through Local Planning Project Washington Departments of Commerce and Ecology grants The Consultant shall provide Services relating to the update of the City's Critical Areas Ordinance and for services relating to the Washington Departments of Commerce and Ecology Salmon Recovery through Local Planning grant. The grant will support both the CAO development and the acquisition of a Geographic Information System (GIS) data set that will enable the City to complete a greater level of analysis on the City's tree canopy and land cover conditions, and will provide insight into how well the critical area regulations and other city standards are protecting the City's natural habitats. The tasks will provide greater understanding of how City regulatory and programmatic efforts could be modified to deliver greater benefits to the entirety of the Tukwila community All costs for CAO update and Salmon Recovery project services to be completed by Facet will be paid through state grant funding. CA revised May 2020 Page 6 Exhibit B Task Order Example Form HG= Oin-,Cal l Planning Task Order Request Taik, Order Wine ---- --------- ---- ------------------ Task Or<Jer Refoence 0 Oty Purch�,,,vse Didef Scope of Services Under this "bask Order, Facet wdl assist the City of Tukwila with the foHovwinq scope ofwo, rk: 1, TaO 1 2'Task, 2 I 'Task 3 Estimated IBudget Paynient Payment Mane rnmie on a nein nth[y bass as otktfined m the I ulcwOa Nanniriq C" n, contract, ,Schedule Compk4iaims of these tasks by Al I I F,, K I K A, C) f`[`7 /1' R N 0 �",4 1 N 13 � Y i S t A N D F F D IT R A t YV,A,, Y P t -,t K A r"4 F CA revised May 2020 Page 7 r Facet City of Takwil Dan Nickel Date Date "r ncJpo.rf of Phrwoi ra DCD Director /Mort F CET I'ASK 0005,1R,JVNT 08 INAMi""INUMISit I 1 r CA revised May 2020 Page 8 Exhibit C Facet Category Rates (2025) MGM �,mued Dale 0342112025 EffeOve Thrcmgh: 12/31/2025 xegary I 4je Houdy 9,T,$n#g Nile A H , ifo d- i V r,i' . . ......... A ............................. Ad A',',,Yx'; (fjoi0e 5`ili A .......... - - - - - --- --------------------- - - A f t>o A r 3 At t %J,>f �z j x f 8 3 f o lo f)P' v v ," kJf v f t 1, o",1 %Ae,rx f w""; . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . u r i r t i eI f v"'� , 8k, . .. . ......... . ....................................................... . .................................. q ............... ...... -------- " HOURLY RATES ARE WLLED AT THE POSTED VEER RATE WIW CH �S UPDATED ON ,SAI UIARY IST OF EACH YEAR, WINT WLL BE: WIFED 01, UPDATED RATES PRWR 10 JANUARY MLUNG A I "), K L A r,4 �,p h,, I JP' T N4 VV i I [") P" E ',r f '5 �' Ar r, i'I "k, ( VV A Y1" 1, If Af, NI IAWA&MSAUU CA revised May 2020 Page 9 ........... I.. I .............. ("lory"p":oy 'Vf,'tje ....................... Hncxifly &Dwog RMe .......... ---------------------------- ----------------- - ---------------------- IL 177 -- — ---------------------------------- -------- "x I — — — — — — — — — — — — — — — — — 12 'S2 I L .......... ............... ----------------------------------------------------- --------- -'-1 ------------ S, I JJ E fvw S J1,,°3 t I 1 24 14 j, "If 7- F f `4 '4 "1" * HOURL'Y' AAAI S ARE OftLED AT THE POSTED YEARLY RATE WW04 WSJ UPDATED ON JANUARY IST OF EACH YEAR CUENT WUL BENOTlff,[D OF UPDATED RATES PRWR TO PANUARY SKJOING, FACET FACIT CATEGORY RATES CA revised May 2020 Page 10 ................... ---------- ..... .... ... . Hoey . Nkj . Ue'- ------ ------ GE An= ............... ............... 11,111111,-1�11 G 4 AnA, R GO Am4m 4 --------------------------------- ------- -- GG A~ 9 V 3 . .. ......... ... ... ........ . ........................................ ------------ - -- — — ------ ............... ............ . ................. ........ .. we A a Noo ----------- ----- ----- wawa -------------------------------- A --------- I ------------ lant"app .mot, mpt Wye 0 '4 W nw we Dmjc p W so,, isl SAW S20" won 4m, Dmp m 2 fl!l . .......... ............... ............... ............... .......................... . ... ........................ mmmmd." . 1�011 * HOUMV RX"" S ARE MaUD AT THE POSTED "YEARLY RATE WW04 WSJ UPDATED ON JANUARY IST OF EACH YEAR—CLMNT VVLL BE NOTIFaD OF UPDMED RAUS PRWR TO JANUARY BlUING, F&WEEFACIT CATEGORY RATES T CA revised May 2020 Page 11 ............................. — . .. . .. . .. . .. cmegyyKe Hncxifly &Pwog RMe Paco 4 .............................................................................................. ......................... $ 0� 114 ------------------------------------- Ammm 7 . ...... ........... .................... mmo ompa Wwwal --------- ----------------- _741 '1 f k� t Ad rl y COY; * HOUMV RAIES ARE MaLED AT THE POSTED "YEARLY RATE WWA' 4 WSJ UPDATED ON JANUARY IST OF EACH YEAR—CLMNT VVLL BE NOTIFaD OF UPI)MED RAUS PRWR TO JANUARY BlUING, FACET CATEGCIRV RATES F&WEET CA revised May 2020 Page 12