HomeMy WebLinkAboutZipper Zeman Assoc AG-C-245
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AGREEMENT FOR PROFESSIONAL SERVICES
AG-C-245
THIS AGREEMENT made and entered into by and between the CITY OF
AUBURN, a Municipal Corporation in King County, Washington, hereinafter n9ferred to
as "CITY" and with ZIPPER ZEMAN ASSOCIATES, INC., a Washington corporation,
whose address is 18905 - 33rd Avenue West, #117, Lynnwood, Washington, 98036,
hereinafter referred to as "CONSULTANT".
In consideration of the covenants and conditions of this Agreement, thl~ parties
hereby agree as follows:
1. SCOPE OF WORK.
See Exhibit A, attached and by this reference made part of this Agreement.
2. TERM.
The CONSULTANT shall not begin any work under this Agreement until
authorized in writing by the CITY. The work identified by this Agreement is anticipated
to be completed in the years 2004 and 2005. This Agreement shall terminate
December 31, 2005.
The established completion time shall not be extended because of any delays
attributable to the CONSULTANT, but may be extended by the CITY in the event of a
delay attributable to the CITY, or because of unavoidable delays caused by an act of
GOD or governmental actions or other conditions beyond the control of the
CONSULTANT. A prior supplemental Agreement issued by the CITY is requilred to
extend the established completion time.
3. COMPENSATION.
The CONSULTANT shall be compensated for the work rendered under the approved
Scope of Work identified in Exhibit A, on a time and material basis, not to
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Agreement for Professional Services AG-C-245
November 5, 2004
Page 1 of 10
exceed the following totals for the current year and succeeding years combinled:
Task 1:
Task 2:
$43,000.00
$37,000.00
$80,000.00
Total Compensation:
The compensation to be paid to the CONSULTANT shall not exceed $50,000'.00 for the
year 2004. Compensation to be paid to the CONSULTANT for succeeding years will be
contingent upon availability of funds. The CONSULTANT will not undertake <my work
or otherwise financially obligate the CITY in excess of said not-to-exceed amount
without a duly executed Addendum issued by the CITY. Such payment shall be full
compensation for work performed or services rendered and for all labor, materials,
supplies, equipment and incidentals necessary to complete the work. The
CONSULTANT shall submit an itemized invoice to the CITY prior to payment, in a form
similar to that attached as Exhibit C of this Agreement. Exhibit C is attached hereto
and by reference made a part of this Agreement.
The CONSULTANT shall be paid by the CITY for direct non-salary cost, per
attached Exhibit B. The billing for non-salary cost, directly identifiable with the project,
shall be submitted as an itemized listing of charges supported by copies of thl~ original
bills, invoices, expense accounts and miscellaneous supporting data retained by the
CONSULTANT. Copies of the original supporting documents shall be supplied to the
CITY upon request. All above charges must be necessary for the services provided
under the Agreement.
In the event services are required beyond those specified in the Scope of Work,
and not included in the compensation listed in this Agreement, a contract modification
shall be negotiated and approved by the CITY prior to any effort being expended on
such services.
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Agreement for Professional Services AG-C~245
November 5, 2004
Page 2 of 10
4. RESPONSIBILITY OF CONSULTANT.
The CONSULTANT shall be responsible for the professional quality, te'chnical
accuracy, timely completion and the coordination of all studies, analysis, desi9ns,
drawings, specifications, reports and other services performed by the CONSULTANT
under this Agreement. The CONSULTANT shall, without additional compensation,
correct or revise any errors, omissions or other deficiencies in its plans, designs,
drawings, specifications, reports and other services required. The CONSULTANT shall
perform its services to conform to generally accepted professional geotechnical
engineering standards, geologic standards, and the requirements of the CITY.
Any approval by the CITY under this Agreement shall not in any way re,lieve the
CONSULTANT of responsibility for the technical accuracy and adequacy of its services.
Except as otherwise provided herein, neither the CITY'S review, approval or
acceptance of, nor payment for, any of the services shall be construed to operate as a
waiver of any rights under this Agreement or of any cause of action arising out of the
performance of this Agreement to the full extent of the law.
5. INDEMNIFICATION/HOLD HARMLESS.
The CONSULTANT shall indemnify and hold the CITY and its officers <lI1d
employees harmless from and shall process and defend at its own expense all claims,
demands, or suits at law or equity arising in whole or in part from the CONSULTANT'S
negligence or breach of any of its obligations under this Agreement; provided Ithat
nothing herein shall require the CONSULTANT to indemnify the CITY against and hold
harmless the CITY from claims, demands or suits based solely upon the conduct of the
CITY, their agents, officers and employees and provided further that if the claims or
suits are caused by or result from the concurrent negligence of (a) the CONSULTANT'S
agents or employees and (b) the CITY, their agents, officers and employees, this
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Agreement for Professional Services AG-C-245
November 5, 2004
Page 3 of 10
___ __ _....___n___'_._..__ _ ________
indemnity provision with respect to (1) claims or suits based upon such negliglence, (2)
the costs to the CITY of defending such claims and suits, etc. shall be valid and
enforceable only to the extent of the CONSULTANT'S negligence or the neglilgence of
the CONSULTANT'S agents or employees. The provisions of this section shall survive
the expiration or termination of this Agreement.
6. INDEPENDENT CONTRACTOR/ASSIGNMENT.
The parties agree and understand that the CONSULTANT is an independent
contractor and not the agent or employee of the CITY and that no liability shall attach to
the CITY by reason of entering into this Agreement except as otherwise provided
herein. The parties agree that this Agreement may not be assigned in whole or in part
without the written consent of the CITY.
7. INSURANCE.
CONSULTANT shall procure and maintain for the duration of this Agre,ement,
commercial general liability insurance against claims for injuries to persons or damage
to property which may arise from or in conjunction with services provided to the CITY by
the CONSULTANT, its agents, employees or subcontractors, under this Agreement.
The CONSULTANT agrees to provide commercial general liability insurance and shall
maintain liability limits of no less then ONE MILLION DOLLARS ($1,000,000) per
occurrence and ONE MILLION DOLLARS ($1,000,000) general aggregate. The
CONSULTANT shall also provide and maintain professional liability coverage in the
minimum liability limits of ONE MILLION DOLLARS ($1,000,000) per claim and TWO
MILLION DOLLARS ($2,000,000) aggregate.
The general liability coverage shall also provide that the CITY, its officers,
employees and agents are to be covered as additional insured as respects: Liability
arising out of the services or responsibilities performed by or under obligation of the
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Agreement for Professional Services AG-C-245
Novcmber 5, 2004
Page 4 of 10
CONSULTANT under the terms of this Agreement, by the CONSULTANT, its
employees, agents and subcontractors.
Both the general liability and professional liability coverage shall provide that the
CONSULTANT'S insurance coverage shall be primary insurance as respects the CITY,
its officials, employees and agents. Any insurance or self insurance maintained by the
CITY, its officials, employees or agents shall be excess to the CONSULTANTS
insurance and shall not contribute with it. Each insurance policy required by this
section of the Agreement shall be endorsed to state that coverage shall not b'9
suspended, voided, or canceled except when thirty (30) days prior written notice has
been given to the CITY by certified mail return receipt requested. All insuranc:e shall be
obtained from an insurance company authorized to do business in the State clf
Washington. The CONSULTANT agrees to provide copies of the certificates of
insurance to the CITY specifying the coverage required by this section within 14 days of
the execution of this Agreement. The CITY reserves the right to require that complete,
certified copies of all required insurance policies be submitted to the CITY at any time.
The CITY will pay no progress payments under Section 3 until the CONSULTANT has
fully complied with this section.
8. NONDISCRIMINATION.
The CONSULTANT may not discriminate regarding any services or activities to
which this Agreement may apply directly or through contractual, hiring, or othE!r
arrangements on the grounds of race, color, creed, religion, national origin, se'x, age, or
where there is the presence of any sensory, mental or physical handicap.
9. OWNERSHIP OF RECORDS AND DOCUMENTS.
The CONSULTANT agrees that any and all drawings, computer discs,
documents, records, books, specifications, reports, estimates, summaries and such
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Agreement for Professional Services AG-C-245
November 5, 2004
Page 5 of 10
other information and materials as the CONSULTANT may have accumulated,
prepared or obtained as part of providing services under the terms of this Agreement by
the CONSULTANT, shall belong to and shall remain the property of the CITY OF
AUBURN. In addition, the CONSULTANT agrees to maintain all books and n9cords
relating to its operation and concerning this Agreement for a period of six (6) years
following the date that this Agreement is expired or otherwise terminated. Thoe
CONSULTANT further agrees that the CITY may inspect any and all documents held by
the CONSULTANT and relating to this Agreement upon good cause at any reasonable
time within the six (6) year period. The CONSULTANT also agrees to providE! to the
CITY, at the CITY'S request, the originals of all drawings, documents, and items
specified in this Section and information compiled in providing services to the CITY
under the terms of this Agreement.
10. CERTIFICATION REGARDING DEBARMENT. SUSPENSION, AND
OTHER RESPONSIBILITY MATTERS-PRIMARY COVERED TRANSACTIOIIIS.
The prospective primary participant certifies to the best of its knowledge and
belief, that it and its principals:
(a) Are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any Federal
department or agency;
(b) Have not within a three-year period preceding this proposal been convicted of
or had a civil judgment rendered against them for commission or fr<lud or a
criminal offense in connection with obtaining, attempting to obtain, or
performing a public (federal, state, or local) transaction or contract under a
public transaction; violation of federal or state antitrust statues or cClmmission
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Agreement for Professional Services AG-C-245
Novembcr 5, 2004
Page 6 of 10
of embezzlement, theft, forgery, bribery, falsification or destruction of records,
making false statements, or receiving stolen property;
(c) Are not presently indicted for or otherwise criminally or civilly chargød by a
governmental entity (federal, state, or local) with commission of any of the
offenses enumerated in paragraph "(b)" of this certification; and
(d) Have not within a three-year period preceding this application/proposal had
one or more public transactions (federal, state, or local) terminated for cause
or default.
Where the prospective primary participant is unable to certify to any of the
statements in this certification, such prospective participant shall attach an explanation
to this proposal.
11. TERMINATION OF AGREEMENT.
This Agreement may be terminated by either party upon twenty (20) days written
notice to the other party, and based upon any cause. In the event of terminatlion due to
the fault of other(s) than the CONSULTANT, the CONSULTANT shall be paid by the
CITY for services performed to the date of termination.
Upon receipt of a termination notice under the above paragraph, the
CONSULTANT shall (1) promptly discontinue all services affected as directed by the
written notice, and (2) deliver to the CITY all data, drawings, specifications, reports,
estimates, summaries, and such other information and materials as the CONSULTANT
may have accumulated, prepared or obtained in performing this Agreement, whether
completed or in process.
12. GENERAL PROVISIONS.
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Agreement for Professional Services AG-C-245
November 5, 2004
Page 7 of 10
.' "_...~~_._--------_._--- .'.' - ----------,-- -----_.._~--
12.1. This Agreement shall be governed by the laws, regulations and ordinances
of the City of Auburn, the State of Washington, King County, and where applicable,
Federal laws.
12.2. All claims, disputes and other matters in question arising out of, or relating
to, this Agreement or the breach hereof, except with respect to claims which have been
waived, will be decided by a court of competent jurisdiction in King County, Washington.
Pending final decision of a dispute hereunder, the CONSULTANT and the CITY shall
proceed diligently with the performance of the services and obligations herein.
12.3. In the event that any dispute or conflict arises between the partie,s while
this Agreement is in effect, the CONSULTANT agrees that, notwithstanding slJch
dispute or conflict, the CONSULTANT shall continue to make a good faith effort to
cooperate and continue work toward successful completion of assigned duties and
responsibilities.
12.4. The CITY and the CONSULTANT respectively bind themselves, their
partners, successors, assigns, and legal representatives to the other party to this
Agreement with respect to all covenants to this Agreement.
12.5. This Agreement represents the entire and integrated Agreement between
the CITY and the CONSULTANT and supersedes all prior negotiations, representations
or agreements either oral or written. This Agreement may be amended only by written
instrument signed by both the CITY and the CONSULTANT.
12.6. Should it become necessary to enforce any term or obligation of this
Agreement, then all costs of enforcement including reasonable attorneys fees and
expenses and court costs shall be paid to the substantially prevailing party.
12.7. The CONSULTANT agrees to comply with all local, state and fedlerallaws
applicable to its performance as of the date of this Agreement.
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Agreement for Professional Services AG-C-245
Novembcr 5, 2004
Page 8 of 10
-.------,..---.,.,...- -,.. . ._------~--------_._._-_._~._.__.~-
12.8. If any provision of this Agreement is invalid or unenforceable, thE!
remaining provisions shall remain in force and effect. ::2
,ð"ÞÚ.. £.. ;&.ifJfJc.J
12.9. This Agreement shall be administered by Ca'¡i¡ C. 'Nilli~, on behalf of
the CONSULTANT, and by the Mayor of the CITY, or designee, on behalf of the CITY.
Any written notices required by the terms of this Agreement shall be served on or
mailed to the following addresses:
City of Auburn Zipper Zeman Associates, Inc.
Attn: Robert E. Lee, III Attn: 13ð.;d C. WilliaA'ls ~
25 W Main Street 18905 - 133rd Avenue West, #11l
Auburn WA 98001 Lynnwood, WA 98036
Phone: 253.804.5071 Phone: 425.771.3304
Fax: 253.931.3053 Fax: 425.771.3549
E-mail: rlee@.auburnwa.aov E-mail: ~~.:~~~@.ZiPperzeman.com #-
12.10. All notices or communications permitt é:I or re ired to be given under
-#-
this Agreement shall be in writing and shall be delivered in person or deposited in the
United States mail, postage prepaid. Any such delivery shall be deemed to have been
duly given if mailed by certified mail, return receipt requested, and addressed to the
address for the party set forth in 12.9, or if to such other person designated by a party
to receive such notice. It is provided, however, that mailing such notices or
communications by certified mail, return receipt requested is an option, not a
requirement, unless specifically demanded or otherwise agreed.
Any party may change his, her, or its address by giving notice in writing, stating
his, her, or its new address, to any other party, all pursuant to the procedure set forth in
this section of the Agreement.
12.11. This Agreement may be executed in multiple counterparts, each of which
shall be one and the same Agreement and shall become effective when one Of more
counterparts have been signed by each of the parties and delivered to the othl9r party.
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Agreement for Professional Services AG-C-245
November 5, 2004
Page 9 of 10
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L .#,
Peter B L wis, Mayor
Date !/ I!-ðý
,
-
-
ATTEST:
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Zipper Zeman Associates, Inc.
BY: ~c;. þ¿~_____
Title: !kJ/;Rt:<A. -t
Federal Tax 10 #
,
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Agreement for Professional Services AG-C-245
Novcmbcr 5, 2004
Page 10 of]O
EXHIBIT A
SCOPE OF SERVICES
During the term of this AGREEMENT, Zipper Zeman Associates, Inc. (CONSULTANT)
shall perform professional services for the City of Auburn (CITY) in connectiiJn with the
following project:
Project C411A
Academy Drive SE Geotechnical Investigation
Site and Project Description
Academy Drive S.E. extends from S.E. Green Valley Road at the northwest to
32nd Street S.E. at the southeast within a 40-foot to 60-foot wide right-of-way. The road
has been closed for several years. The road was closed to regular and E~mergency
vehicle traffic due to landsliding and road prism movement at several locations.
Scope of Services
The scope of services has been broken into two task groups: Task 1 involves
characterizing surface and subsurface conditions on the site, and Task 2 involves the
development of conceptual alternatives for mitigating unstable conditions. The tasks
are described below.
Task 1: Characterize existing site conditions
1.1 Review and evaluate existing topographic and GIS data provided by the
CITY;
1.2 Coordinate with a CITY crew who will clear brush at regular intervals along
the road. Locate, excavate, and log approximately 19 test pits at potential
wall and/or embankment fill section locations;
1.3 Identify relevant site features apparent on available maps. Complete a
surface reconnaissance and geologic mapping effort to characterize
surface features such as unstable areas upslope and downslope of
alignment. Delineate other geologic conditions and site features (such as
spring seepage zones, erosional features, surface water drainage
features) relevant to the assessment of present and potential instability;
1.4 Locate and verify existing pavement width, pavement conditions, and
drainage features;
Agreement for Professional Services AG-C-245
11/5/2004
Exhibit A
Page 1 of3
1.5 Complete approximately six cross-section surveys at designated locations
(selected by CONSULTANT based on Tasks 1.3 and 1.4). Provide cross-
section plots at 1 inch = 10 feet scale;
1.6 Complete exploratory borings at critical locations based on Tasks 1.2 and
1.3. Assume 22 borings to typical depths of 20 to 60 feet each;
1.7 Laboratory testing of samples obtained from the borings and test pits;
1.8 Create topographic and site features plan with 2-foot contour interval
based on CITY-provided data, surveyed cross-sections, and surface
mapping.
1.9 Submit Technical Memorandum No.1, summarizing findings of existing
conditions characterization and including plans, cross-sec:tions and
exploration logs.
1.9.1 Include in Technical Memorandum No.1, analysis of conditions for
typical dry season and typical wet season.
Task 2: Develop conceptual alternatives for mitigating unstable c:onditions
for current road profile
2.1 Analyze existing conditions and determine factors of safety regarding
slope movement;
2.2 Analyze the potential use of soldier pile walls, soil nail walls, or other wall
types at unstable or oversteepened cut slopes:
2.3 Analyze soldier pile walls, MSE structures, Hilfiker walls, surface and
subsurface drainage, bridging, and other alternates at unstable fill
sections:
2.4 Prepare conceptual plans and cross sections of alternatives developed
during Tasks 2.2 and 2.4 above. Submit Technical Memorandum No.2
containing findings and conceptual plans and cross sections;
2.5 Analyze conceptual surface drainage requirements for roadway which
performs same function as current drainage system. Submit Technical
Memorandum NO.3 containing findings;
2.6 Prepare a summary of project elements, as identified under Tasks 2.2
through 2.7 above, which will serve as the basis for developing an opinion
Agreement for Professional Services AG-C-245
11/5/2004
Exhibit A
Page 2 of 3
of cost regarding the road restoration. Submit Technical Memorandum
NO.4 containing tabulation of quantities and an opinion of cost;
2.7 Submit a draft report summarizing findings of Tasks 1 and 2, and
containing all data developed during the evaluation;
2.8 Submit a final report after reviewing the CITY's draft report review
comments.
Schedule
The CONSULTANT will begin working on Task 1, immediately upon receiving
authorization to proceed. The initial site characterization and exploratory sampling is
anticipated to be complete by late November, 2004. Test results and analysis to be
included in Technical Memorandum No 1 is expected by mid-December. If warranted,
an Addendum will be issued Task 2 can be completed in approximately four weeks.
Items to Be Furnished by the CITY
The CITY will provide the following items and services to the CONSULTANT
which will facilitate the work to be undertaken for project. The CONSULTANT is entitled
to rely upon the accuracy and completeness of the data furnished by the CITY:
· The CITY will provide existing topographic maps and GIS data available for the
project site;
· The CITY will remove the traffic obstacles on Academy Drive S.E. and install a
cable or chain and lock at the upper and lower ends of the road;
· The CITY will provide a crew to cut brush from either side of the road at 100 foot
intervals;
Agreement for Professional Services AG-C-245
11/512004
Exhibit A
Page 3 of 3
EXHIBIT B
FEE SCHEDULE
Zipper Zeman Associates, Inc.
CHARGES: Charges for employees are determined by the hourly rates listed below and
include all costs for direct salary, overhead and profit. Charges for reimbursable exp ~nses are
specified below.
Personnel Labor Rates
Labor Category Hourly Rate Labor Category Hourly Rate
Principal $145.00 Staff Engineer/Geologist $815.00
Associate $115.00 Field Engineer/Geologist $715.00
Senior Engineer/Geologist $105.00 Technician/Drafting $60.00
Project Engineer/Geologist $95.00 Clerical $40.00
xpense Rates
Expense Category Billing Rate
Mileage $0.375/mile
Outside Services or Subcontractors Cost + 10%
Outside Copies, Materials and Supplies Cost + 10%
Sub-Consultants Cost + 10%
E
Agreement for Professional Services AG-C-245
11/5/2004
Exhibit B
Page 1 of 1
EXHIBIT C
CONSULTANT INVOICES
Consultant invoices should contain the following information:
· On consultant letterhead.
· A cover letter stating the status of each task. This should include items complete,d, percent
completed during the billing period and completion along with funding status.
· Internal invoice number and/or sequential numeric number (i.e.: progress payment # 10).
· I nvoice date.
· Period of time invoice covers.
· Consultant Agreement # (i.e.: AG-C-245).
· Project number(s) listed (I.e.: C411A).
· City's project manager listed.
· The hour(s) per person broken down by task(s) (attach timesheets, spreadsheet detailing
timesheets, or some other form of proof) along with type of work done (I.e.: design,
right-of-way, or construction) or task order number.
· Direct salary (base salaries)
· Indirect salary (benefits)
· Direct non-salary (i.e.: mileage, reproduction fees (I.e.: printing, copying), communication
fees (I.e.: telephone), supplies, computer charges, sUbconsultants), indirect non-!¡alary
(overhead). The City does not pay for consultant meals unless part of a task requires travel
outside of the greater Seattle, Tacoma, and Everett area. These costs are to be broken
down and backup information is to be attached to invoice. Project managers are to inform
consultants as to what is required for break down information and if backup information is to
be attached. Break out the same for subconsultant charges.
· Previous and remaining base contract amounts left in each task and total contract - total
authorized amount (bottom line figure). Add amendments to this base contract amount for
total authorized amount.
· Percentage of work completed to date compared to total amount of work (if required by the
project manager).
· Status of Management Reserve Fund (MRF) (I.e.: a certain task) until we can get an
amendment in place.
· Invoices for previous year are due by January 15"'.
· For granUspecial funded projects there might be other special information needed,
reference the LAG manual.
Agreement for Professional Services AG-C-245
11/5/2004
Exhibit C
Page 1 of2
City of Auburn
25 West Main
Auburn WA 98001
Attn: Robert lee (Project Engineer)
SAMPLE INVOICE
Invoice #: 5222
Progress Payment #: 2
Invoice Date: November 10, 2004
Project Name: Academy Dr SE
Geotechnical Investigation
Agency Agreement #: AG-C-245 Project #: C411 A
Engineering Services performed during the period of: October, 2004
SAMPLE ENGINEERING, INC.
Personnel
Mike Jones, Principal in Charge
Carla Maker, Architect
Joe Smith. Word ProcessinQ
Consuitant Personnel Sub Total:
Hours
1
5
10
Hourlv Rate
$125.00
$ 72.00
$ 48.00
Expenses (see attached documentation) CharQes
Mileage ($0.375/mile): 20 miles
Communications: $30.00
Printina: $29.00
Consultant Expenses Sub Total:
Consultant Total:
SUB CONSULTANTS
Subconsultant (see attached documentation)
ABC ENVIRONMENTAL, INC., Civil Engineer
ELECTRICAL CONSULTING, Electrical Engineer
MECHANICAL SOLUTIONS, Mechanical Engineer
MOVING COMPANY. MovinQ Consultant
Subconsultant Sub Total:
x 1.1 Multiplier:
Subconsultant Total:
Hours
10
5
10
2
Amount
$125.00
$144.00
$480.00
$749.00
Multiplier
x 1.1
xU
x 1.1
Hourlv Rate
$100.00
$100.00
$100.00
$100.00
Total
$ 7.59
$33.00
$31.90
$72.49
$8~~1.49
Amount
$1,000.00
$ 500.00
$1,000.00 MRF*
$ 100.00
$2,600.00
$ 260.00
"'_n_n_______n_n_.._n_u_'._n_n_.._n_"_h_n_n_n__'_"_n_n_"_"_n_n_"_"_"_n_"_"_H_n_"_"_"_h_.._n_.._.._.._.._.._.._h_.._.._.._.._......_.._.._.._.._.._.._
$2.860.00
..-u-u--_u_u__u___u___u_._u_u_u!~!'~~I:)l!~!.~I~_I < ~~I~~u__m_______~~,!>1!1,<l.9_m_______
CONTRACT BREAKDOWN
Amount Prior
Task Authorized Invoiced
Original
C:()Q.!rªç!l??,ººººº_$1,025.00
MRF* $2,500.00 $0.00
TOTAL $24,500.00 $1,025.00
Note: MRF=Management Reserve Fund
This
Invoice
Total Invoiced % % Amount
To Date Expended Completed Remaining
$?,fòª1,4ª.
$1,000.00
$3,681.49
_$3,706,,,ª
$1,000.00
$4,706.49
20% 25%
.........".-..........................................................
40% 45%
..$1ª,?ª3~1
$1,500.00
1119,793.51
* Received a written authorization of MRF on 1/10101 for Mechanical Engineer task in thlt amount
of $2,000.00.
Agreement for Professional Services AG-C-245
11/512004
Exhibit C
Page 2 of 2