HomeMy WebLinkAboutECS Engineering Inc AG-C-216
2005 AGREEMENT FOR PROFESSIONAL SERVICES
AG.C-216
THIS AGREEMENT made and entered into by and between the CIlY OF
AUBURN, a Municipal Corporation in King County, Washington, hereinafteir referred to
as "CITY" and with,ECS Engineering, Inc., a corporation whose address is 18311
Bothell-Everett Highway Ste 260, Bothell WA 98012, hereinafter referred to as
"CONSULTANT."
In consideration of the covenants and conditions of this Agreement, the parties
hereby agree as follows:
1. SCOPE OF WORK.
The CONSULTANT, on a project basis, will be given individual task assignments
(see example Exhibit A) for work related to the Control System Reprogramming project.
These task assignments will describe the work to be completed, completion dates and
compensation amount. An approved task assignment shall be required between the
CONSULTANT and the CITY prior to commencing any work for any individual task.
The CONSULTANTS's services shall include services as described in Exhibit B. Exhibit
B is attached hereto and by this reference made a part of this Agreement.
2. TERM.
The CONSULTANT shall not begin any work under this Agreement until
authorized in writing by the CITY. All work under this Agreement shall be completed by
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
Agreement for Professional Services AG-C-216
December 22, 2004
Page 1 of 10
CONSULTANT. A prior supplemental Agreement issued by the CITY is required to
extend the established completion time.
3. COMPENSATION.
The CONSULTANT shall be paid by the CITY for completed services rendered
under the approved individual task assignments. 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 bill to the CITY prior to payment.
The CONSULTANT shall be paid by the CITY based upon the fees iincluded on
each individual approved work task order. These fees will be "not to exceed" lump sum
figures based on the fee scheduled outlined in Exhibit C for work performed under this
Agreement. Exhibit C is attached hereto and by this reference made a part of this
Agreement. Compensation shall include all consultant expenses including" but not
limited to, overhead, profit and direct non-salary costs and shall not exceed that amount
shown on each approved individual work task order under this contract. The total
amount of the Agreement is not to exceed $25,000.00.
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.
4. RESPONSIBILITY OF CONSULTANT.
The CONSULTANT shall be responsible for the professional quality, technical
accuracy, timely completion and the coordination of all studies, analysis, dElsigns,
drawings. specifications, reports and other services performed by the CONSULTANT
under this Agreement. The CONSULTANT shall, without additional compensation,
Agreement for Professional Services AG-C-216
December 22, 2004
Page 2 of 10
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 engineering
standards and the requirements of the CITY.
Any approval by the CITY under this Agreement shall not in any wall relieve the
CONSULTANT of responsibility for the technical accuracy and adequacy of its services.
Except as otherwise provided herein, neither the CITY'S review, approval ()r
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 office Irs and
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; provid,ed that
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 (;Iaims 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
indemnity provision with respect to (1) claims or suits based upon such ne~lligence, (2)
the costs to the CITY of defending such claims and suits, etc. shall be valid and
enforceable only to the extent of the CONSUL T ANT'S negligence or the neigligence of
the CONSULTANT'S agents or employees. The provisions of this section shall survive
the expiration or termination of this Agreement.
Agreement for Professional Services AG-C-216
December 22, 2004
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6. INDEPENDENT CONTRACTOR/ASSIGNMENT.
The parties agree and understand that the CONSULTANT is an indElpendent
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 pmvided
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 A~lreement,
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 covera'ge 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
CONSUL T ANT 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 maint~lined by the
Agreement for Professional Services AG-C-216
December 22. 2004
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CITY, its officials, employees or agents shall be excess to the CONSULTANT'S
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 be
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 insurance shall be
obtained from an insurance company authorized to do business in the State of
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 other
arrangements on the grounds of race, color, creed, religion, national origin, sex, 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
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 records
relating to its operation and concerning this Agreement for a period of six (Il) years
Agreement for Professional Services AG-C-216
December 22, 2004
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following the date that this Agreement is expired or otherwise terminated. The
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 MA TTERS.PRIMARY COVERED TRANSACTIONS.
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 fraud 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 commission
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 charged by a
governmental entity (federal, state, or local) with commission of any of the
offenses enumerated in paragraph "(b)" of this certification; and
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December 22. 2004
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(d) Have not within a three-year period preceding this application/pmposal had
one or more public transactions (federal, state, or local) terminat,ed 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 termination 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 direclled 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.
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.
Agreement for Professional Services AG-C-216
December 22, 2004
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Pending final decision of a dispute hereunder, the CONSULTANT and the CITY shall
proceed diligently with the performance of the services and obligations hen3in.
12.3. In the event that any dispute or conflict arises between the parties while
this Agreement is in effect, the CONSULTANT agrees that, notwithstandin(l such
dispute or conflict, the CONSULTANT shall continue to make a good faith Elffort to
cooperate and continue work toward successful completion of assigned duties and
responsibilities.
12.4. The CITY and the CONSULTANT respectively bind themselvEls, 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 AgreemElnt 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 federal laws
applicable to its performance as of the date of this Agreement.
12.8. If any provision of this Agreement is invalid or unenforceable, the
remaining provisions shall remain in force and effect.
12.9. This Agreement shall be administered by David Bloxom, 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:
Agreement for Professional Services AG-C-216
December 22. 2004
Page 8 of 10
City of Auburn
Attn: Gary McConnell
25 W Main Street
Auburn WA 98001
Phone: 253.288.3150
Fax: 253.288.7406
E-mail: gmcconn@ci.auburn.wa.us
ECS Engineering, Inc.
AUn: David Bloxom
18311 Bothell-Everett Highway Ste 260
Bothell WA 98012
Phone: 425.402.6029
Fax: 425.483.3989
E-mail: bloxomd@ecs-engineering.com
12.10. All notices or communications permitted or required 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 or more
counterparts have been signed by each of the parties and delivered to the other party.
Agreement for Professional Services AG-C-216
December 22. 2004
Page 9 of 10
ATTEST:
~ljj~
anielle E. Daskam, City Clerk
Agreement for Professional Services AG-C-216
December 22. 2004
Page 10 of 10
CI~~~:~
Peter B Le*YOr _/
Date 7/6.5
t
ECS EN)7"'jE)l't'~, ,':19
BY:~
Title: ~ID,..w1
Federal Tax ID # '"
EXHIBIT A
SAMPLE ANNUAL CONTRACT TASK ASSIGNMENT DOCUME:NT
AGREEMENT #: AG-C-216
CONSULTANT:
PROJECT #:
TASK #:
The general provisions and clauses of the Agreement referenced above shall be in full force
and effect for this Task Assignment.
Location of Project:
Maximum Amount Payable per this Task Assignment: $
Completion Date:
Scope of Work:
Approvals
Consultant Project Manager:
Signature:
Date:
Agency Project Manager:
Signature:
Date:
Agency Mayor:
Signature: Date:
Note: If this task order is over $25,000 then it must go before the Public Works Committee and
City Council for approval prior to the Mayor's signature.
Exhibit A - Sample Annual Task Assignment
Agreement for Professional Services AG-C-216
Page 1 of 1
EXHIBIT B
PROPOSED SERVICES
ECS Engineering. Inc. shall provide electrical and control systems consulting
engineering services including, but not limited to. programming, studies, pre-designs,
designs, bid assistance, construction assistance, operations and maintenance training,
etc. for projects including:
. Power transmission & distribution including low. medium and high voltage -
overhead and underground
. Facilities electrical engineering including campus & in building power distribution.
lighting, grounding
. Motor controls including building HVAC. municipal water. sewer and storm water
facilities
. Power generation (stand-by & emergency facility power)
. Power quality and energy management
. Building management systems
. Communications
. Networking
. Security
. Fire alarm
. Specialty lighting including indoor and outdoor sports lighting
. Telemetry I SCADA design, programming. start-up, commissioning. trollbleshooting,
training. Etc.
Exhibit B - Proposed Services
Agreement for Professional Services AG-C-216
Page 1 of 1
EXHIBIT C
FEE SCHEDULE
HOURLY PAY RATES
HOURLY PLUS
PAY OH@ PR:OFIT
NAME TITLE RATE 164% (Q) 10% TOTAL
Bloxom, D. Princioal & President $ 53.50 $ 145.39 $ 14.54 $ 159.93
Enclish. S. Princioal & Encineerinc Manacer $ 48.50 $ 131.80 $ 13.18 $ 144.98
Ziesmer. B. Princioal & Encineerino Manaoer $ 43.00 $ 116.85 $ 11.69 $ 128.54
Brewer, B. Princioal $ 42.50 $ 115.49 $ 11.55 $ 127.04
Carter, B. Sr. Enqineer $ 36.00 $ 97.83 $ 9.78 $ 107.61
Cotten, W. Sr. Encineer $ 35.50 $ 96.47 $ 9.65 $ 106.12
Fritch. R. Sr. Encineer $ 37.25 $ 101.23 $ 10.12 $ 111.35
Hensel, R. Sr. Encineer $ 34.00 $ 92.40 $ 9.24 $ 101.64
Rice, J. Sr. Encineer $ 37.00 $ 100.55 $ 10.05 $ 110.60
Medak. M. Control Svstems Encineer $ 33.75 $ 91.72 $ 9.17 $ 100.89
Kawamura, B. Control Svstems Encineer $ 32.25 $ 87.64 $ 8.76 $ 96.40
Cote, C. Encineer $ 22.50 $ 61.14 $ 6.11 $ 67.25
Dixon, L. Encineer $ 31.50 $ 85.60 $ 8.56 $ 94.16
Miller, J. Desion Engineer $ 23.00 $ 62.50 $ 6.25 $ 68.75
Adams. I. Drafting $ 21.00 $ 57.07 $ 5.70 $ 62.77
McKnioht, R. Draftinc $ 28.25 $ 76.77 $ 7.68 $ 84.45
La Bree. T. Admin. W/P $ 17.00 $ 46.20 $ 4.62 $ 50.82
L1ona, S. Admin, W/P $ 26.50 $ 72.01 $ 7.20 $ 79.22
The ECS overhead rate is 171.75% (as audited by King County. April, 2004. for Contract
No. E03034E and E33030E).
Profit will be calculated at 10% of the basic hourly rate plus overhead combined
These rates are in effect through 12/31/2005
Mileage will be billed at a rate of $.405/mile
Other Direct Costs. such as delivery expenses and out of house printing or copying, will
be billed at cost plus a 10% administrative and overhead fee.
In-house expenses, such as plotting, copying, and telephone, will not be billed.
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 completed, 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).
. Invoice date.
. Period of time invoice covers.
. Consultant Agreement # (i.e.: AG-C-115).
. Project number(s) listed (I.e.: PR562).
. City's project manager listed.
. The hour(s) per person broken down by task(s) (attach timesheets, spreadsheiet 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-salary
(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 contra ct - 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 15th.
. For granVspecial funded projects there might be other speCial information needed.
reference the LAG manual.
Consultant Invoices
Agreement for Professional Services AG-C-216
Page 1 of 2
SAMPLE INVOICE
City of Auburn Invoice #: 5222
25 West Main Progress Payment #: 2
Auburn WA 98001 Invoice Date: February 10, 2002
Attn: Scott Nutter (Project Engineer) Project Name: Thomas Nelson Farm
Agency Agreement #: AG-C-010 Project #: PR562
Engineering Services performed during the period of: January 2002
SAMPLE ENGINEERING, INC.
Personnel
Mike Jones, Principal in Charge
Carla Maker, Architect
Joe Smith. Word Processinq
Consultant Personnel Sub Total:
Hours
1
5
10
Exoenses (see attached documentation) Charqes
Mileage ($0.345/mile): 20 miles
Communications: $30.00
Prlntinq: $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:
Hourlv Rate
$125.00
$ 72.00
$ 48.00
Hours
10
5
10
2
Amount
$125.00
$144.00
$480.00
$749.00
Multiolier
x 1.1
x 1.1
x 1.1
Hourlv Rate
$100.00
$100.00
$100.00
$100.00
Total
$ 7.59
$33.00
$31.90
$72.49
.$821.49
Amount
$1,000.00
$ 500.00
$1.000.00 MRF*
$ 100.QQ
$2.600.00
$ 260.00
$2,860.00
_u___u___u___u___u___u___'!<?!~"'_~':l.I:_!I:I.I~~IoI-"~~~~________u___u~~,~~_1:4-~________m
CONTRACT BREAKDOWN
Amount Prior
Authorized Invoiced
This
Invoice
Task
Original
Contractl??,,ll,llQ,QQ.
MRF* $2,500.00
TOTAL $24,500.00
$1,025.00
$0.00
$1,025.00
.......~.?,!3111,4,ll
$1,000.00
$3,681.49
Total Invoiced % % Amount
To Date Expended Comple'ted Remaining
$3.706.49
$1,000.00
$4,706.49
20% 25%
."........."".""--""-..--.-.-.-.-......................."...-
40% 45%
......~111,?ll~,~1
$1,500.00
$19,793.51
Note: MRF=Management Reserve Fund
* Received a written authorization of MRF on 1/10/01 for Mechanical Engineer task in the amount
of $2,000.00.
Consultant Invoices
Agreement for Professional Services AG-C-216
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