HomeMy WebLinkAboutRoth Hill Engineering LLC AG-C-211 AGREEMENT FOR PROFESSIONAL SERVICES
AG-C-211
THIS AGREEMENT made and entered into by and between the CITY OF
AUBURN, a Municipal Corporation in King County, Washington, hereinafter referred to
as "CITY" and with Roth Hill Engineering Partners, LLC, a partnership whose address
is 2600 116th Avenue SE Ste 100 Bellevue WA 98004, 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.
Professional services provided under this agreement involve the training of a City
of Auburn employee on the use of Auburn's hydraulic models, as described in the
Scope of Services in Exhibit A. Exhibit A is attached hereto and by reference made a
part of this Agreement. The models (Cybernet and MOUSE) are currently operational
and functioning at the City of Auburn. The services are to be provided in the offices of
the City of Auburn. The City shall provide a workstation for the consultant to tutor
Auburn staff on the use of said hydraulic models.
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 31,2003.
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
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July 11, 2003
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CONSULTANT. A prior supplemental Agreement issued by the CITY is required to
extend the established completion time.
3. COMPENSATION.
Compensation will be on a time and materials basis, not to exceed $4,737.00.
The current billing rates are in effect until October 2003 at which time they are subject
to change. The change in hourly rates will affect the amount of the contract as shown
in the Fee Schedule on Exhibit B by the direct relationship of a new hourly billing rate.
Exhibit B 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 C, at the actual cost to the CONSULTANT plus 10%. Exhibit C is
attached hereto and by reference made a part of this Agreement. These charges may
include, but are not limited to the following items: reproduction fees, communication
fees, and mileage. The billing for non-salary cost, directly identifiable with the project,
shall be submitted as an itemized listing of charges supported by copies of the 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.
4. RESPONSIBILITY OF CONSULTANT,
The CONSULTANT shall be responsible for the professional quality, technical
accuracy, timely completion and the coordination of all studies, analysis, designs,
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July 11, 2003
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drawings, specifications, reports and other services performed by the CONSULTANT
under this Agreement. The CONSULTANT shall, without additional compensation,
correct or revise any negligent 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 way 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 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 and
employees harmless from damages and liabilities (including attorney fees) caused by
the CONSULTANT'S negligence or breach of any of its obligations under this
Agreement; provided that nothing herein shall require the CONSULTANT to indemnify
the CITY against and hold harmless the CITY from damages and liabilities caused by
the conduct of the CITY, their agents, officers and employees and provided further that
if the damages/liabilities are caused by or result from the concurrent negligence of (a)
the CONSULTANT or its employees and (b) the CITY, their officers and employees,
this indemnity provision with respect to (1) damages/liabilities based upon such
negligence shall be valid and enforceable only to the extent of the CONSULTANT'S
negligence or the negligence of the CONSULTANT'S employees. The provisions of
this section shall survive the expiration or termination of this Agreement.
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July 11, 2003
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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 Agreement,
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 ONE
MILLION DOLLARS ($1,000,000) 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
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
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July 11, 2003
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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 (6) years
Agreement for Professional Services AG-C-211
July 11,2003
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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 MATTERS-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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July 11, 2003
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(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,
Either party, upon twenty (20) days written notice to the other party, and based
upon any cause may terminate this Agreement. 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 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.
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-211
July 11, 2003
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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 herein.
12.3. 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.
12.4. 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.
12.5. Should it become necessary to enforce any term or obligation of this
Agreement, then all costs of enforcement including reasonable attorney fees and
expenses and court costs shall be paid to the substantially prevailing party.
12.6. The CONSULTANT agrees to comply with all local, state and federal laws
applicable to its performance as of the date of this Agreement.
12.7. If any provision of this Agreement is invalid or unenfomeable, the
remaining provisions shall remain in force and effect.
12.8. This Agreement shall be administered by Lara Kammereck, 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
Attn: Jeff Roscoe
25 W Main Street
Auburn WA 98001
Phone: 253.931.4008
Fax: 253.931.3053
E-mail: jroscoe @ ci.auburn.wa.us
Roth Hill Engineering Partners, LLC
Attn: Lara Kammereck
2600 116th Avenue SE Ste 100
Bellevue WA 98004
Phone: 425.869.9448
Fax: 425.869.1190
E-mail: Ikammereck@ rothhill.com
Agreement for Professional Services AG-C-211
July 11, 2003
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12.9. 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.
12.10. 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-211
July 11, 2003
Page 9 of 10
CITY OF AUBURN
Peter B. Mayor
Date '7- ~ I-
ATTEST:
Danielle E. Daskam, City Clerk
Dalq~,B7. Heid, ~n~
ROTH HILL ENGINEERING PARTNERS, LLC
FederalO'ax ID #
F:~.9\010~003V~GC211 AGREEMENT0709.DOC
Agreement for Professional Services AG-C-211
July 11,2003
Page 10 of 10
EXHIBIT A
SCOPE OF SERVICES
Task 1: Hydraulic Model Tutoring
This task involves tutoring City employee on the use of Cybernet and MOUSE
hydraulic modeling software packages. Services include instruction on use of the
software, including inputting and editing physical and demand/flow data, initial settings
for computations and performing model simulations. Instruction will also be given on
specific City models, including assumptions related to model development and
operation, procedures for performing water distribution system developer extension
analyses and sewer collection system interceptor analysis.
Task 2: Project Management
Prepare project scope and budget, coordinate with the City and perform internal
(Roth Hill) project management.
Page 1 of 1
EXHIBIT B
PROBABLE PROJECT COSTS
Project Engineer TOTAL TOTAL
Dave Harms
Hours Reimbursables Cost
Task 1: Hydraulic Modeling Tutorin~l 40 $206 $4,325
Cybernet Water Distribution Model 8 $41 $865
Mouse Sanitary Sewer Model 32 $165 $3,460
Task 2: Project Mana~lement 4 $0 $412
Projected Total Project Hours and Costs
44 $206 $4,737
EXHIBIT C
DIRECT NON-SALARY REIMBURSABLE EXPENSES
· Reproduction Fees
· Communication Fees
· Mileage at $0.36/mile or the current approved IRS rate.
It is understood that all reimbursements are at cost and will be marked-up 10%.
Subcontracts: The CONSULTANT, at the CITY'S request shall enter into subcontracts
with other consultants, such as appraisers and/or environmental consultants, etc. If
approved, the CITY shall reimburse the CONSULTANT for the actual cost of the
subcontracts plus a 10% markup to cover the CONSULTANT'S additional overhead
expense associated with the Subcontract.
Page 1 of 1
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, 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-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 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 15th.
· For grant/special funded projects there might be other special information needed,
reference the LAG manual.
SAMPLE INVOICE
City of Auburn
25 West Main
Auburn WA 98001
Attn: Scott Nutter (Project Engineer)
Agency Agreement #: AG-C-010
Invoice #: 5222
Progress Payment #: 2
Invoice Date: February 10, 2002
Project Name: Thomas Nelson Farm
Project #: PR562
Engineering Services performed during the period of: January 2002
SAMPLE ENGINEERING, INC.
Personnel
Hours
Hourly Rate Amount
Mike Jones, Principal in Charge
Carla Maker, Architect
Joe Smith, Word Processin.q
Consultant Personnel Sub Total:
Expenses (see attached documentation)
Mileage ($0.365/mile):
Communications:
Printin.q:
Consultant Expenses Sub Total:
Consultant Total:
Cha~es
20 miles
$30.00
$29.00
1 $125.00 $125.00
5 $ 72.00 $144.00
10 $ 48.00 $480.00
$749.00
Multiplier Total
x 1.1 $ 8.03
x 1.1 $33.00
x 1.1 $31.90
$72.93
$821.93
SUB CONSULTANTS
Subconsultant (see attached documentation) Hours
ABC ENVIRONMENTAL, INC., Civil Engineer 10
ELECTRICAL CONSULTING, Electrical Engineer 5
MECHANICAL SOLUTIONS, Mechanical Engineer 10
MRF*
MOVING COMPANY, Movin.q Consultant 2
Subconsultant Sub Total:
1.1 Multiplier:
Subconsultant Total:
Hourly Rate Amount
$100.00 $1,000.00
$1oo.oo $ 5oo.oo
$1oo.oo $1,ooo.oo
$100.00 $ 100.00
$2,600.00
$ 260.00
$2,860.00
TOTAL DUE THIS INVOICE .......................................................................
..............................................................................$3,681.49
CONTRACT BREAKDOWN
Amount Prior This Total Invoiced % % Amount
Task Authorized Invoiced Invoice To Date Expended Completed Remaining
Original
_C_0_n_t_ract ___$_2.2_:0_.0_0_..0_0____$__1_:_0_2__5;_0__0.. ........ .$__2_,_681 ._4_9_ ..... .$.._3.L7_0_6.:._4._9 20% 25% $18,293.51
MRF* $2,500.00 $0.00 $1,000'00 $1,000.00 -"--~'~)~)~ ....... '~?)-~,}~ ............ -~"~"i~)-~-0-(~' ....
TOTAL $24,500.00 $1,025.00 $3,681.49 $4,706.49 $19,793.51
Note: MRF=Management Reserve Fund
* Received a written authorization of MRF on 1110/01 for Mechanical Engineer task in the amount
of $2,000.00.
r' · [
RothHill
LETTER OF TRANSMITTAL
Roth Hill Engineering Partners, LLC
2600 116tt~ Avenue NE, Suite 100
Bellevue, Washington 98004
Tel. 425.869.9448
800.835.0292
Fax 425.869.1190
To: City of Auburn
25 W. Main Street
Auburn, WA 98001
Attn: Duane Huskey
Please find: [] Herewith
via:
Date: July 11,2003
Client: City of Auburn
Contract No:
RECEiVEqo, ot
No: 29-010
g~bject: Professional Services Agreement
~..,~=i~:,.woCITY OF AUBURN
RK8 DEPT
COPIES DATE NO. DESCRIPTION
3 7/1 1/03 Professional Services Agreement
THESE ARE TRANSMITTED as checked below:
[] As requested [] For your file [] Approved as noted
[] For review and comment [] For your information [] Returned for corrections
[] For approval [] Approved as submitted [] Resubmit copies
REMARKS:
Duane,
Attached are 3 originals of the revised professional services agreement for execution.
return one signed original with notice to proceed.
Please
COPIES:
F:~9~010',Auburn_071103_tmtl_psa.doc
SIGNED:
Lara Kammereck (~)