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HomeMy WebLinkAbout2021-02-02 - RH2 Engineering Inc - General Agreements / General Service AgreementsOriginal No. 1 - Page 1 of 9 Pages PROFESSIONAL SERVICES AGREEMENT RH2 Project Number: THIS AGREEMENT, made and entered into on this J day of rebYltao , 20 2/ by and between the City of East Wenatchee, A MUNICIPAL CORPORATION hereinafter called the "CLIENT," and the consulting firm RH2 Engineering, Inc. whose address is, 300 Simon Street SE, Suite 5, East Wenatchee, WA 98802 at which work will be available for inspection, hereinafter called the "CONSULTANT." PROJECT NAME: 2021 General Engineering Services WHEREAS, the Client deems it advisable to engage the professional services and assistance of a qualified professional consulting firm to perform engineering work on an as -needed basis. WHEREAS, the Consultant operates in compliance with the statutes of the State of Washington for registration of professional engineers, has a current valid corporate certificate from the State of Washington or has a valid assumed name filing with the Secretary of State, and that personnel to be assigned to the work required under this Agreement are qualified to perform the work to which they will be assigned, and that sufficient qualified personnel are on staff or readily available to the Consultant to staff this Agreement. WHEREAS, the Consultant will perform the work set forth in the Agreement upon the terms and conditions set forth below and in the following Exhibits: Exhibit A: Scope of Work Exhibit B: Task Authorization Template Exhibit C: Schedule of Rates and Charges NOW THEREFORE, in consideration of the terms, conditions, covenants and performances contained herein below, the parties hereto agree as follows: The Client authorizes the Consultant to perform the work described in Exhibit A, using task authorizations formatted like Exhibit B, which is attached hereto and incorporated into this Agreement. The Consultant shall make minor changes, amendments or revisions in the detail of the work as may be required by the Client. This item does not constitute an "Extra Work" item as related to the "Extra Work" section of the Agreement. The Consultant is entitled to rely on the accuracy and completeness of any data, information, or materials provided by the Client or others in relation to the work. STANDARD OF CARE The Consultant shall be held to the same standard of care as is ordinarily practiced by other similar design professionals in that discipline for comparable work provided in a similar locality. DESIGN CRITERIA The Client will designate the basic premises and criteria for the work needed. Reports and plans, to the extent feasible and reasonable, shall be developed in accordance with the latest edition and amendments of applicable local and State regulations, guidelines, and specifications. 01/28/21 1:51 PN1 REV 01/20 J:\da[a\EW\W40\2021 General ServicesTontracAGS_AGMT_2021 General Services.docx Original No. 1 - Page 2 of 9 Pages OWNERSHIP OF PRODUCTS AND DOCUMENTS TO BE FURNISHED BY THE CONSULTANT The deliverables as described in any task authorizations issued under this Agreement shall be the property of the Client, provided that full payment has been made to the Consultant perthe terms of this agreement. The Consultant shall provide the Client with electronic copies of the project documents, in accordance with the task authorization, in any of the following formats: Adobe Portable Document Format (PDF), AutoCAD° Drawing Web Format (DWF) or JPEG (JPG). Any reuse of the deliverables that is beyond the scope of the project is prohibited without written authorization from the Consultant. Any reuse of the deliverables, including use by any third party, shall be without liability to the Consultant. Methodology, materials, software, logic, and systems developed outside of task authorizations, or were pre-existing to any task authorizations, remain the property of the Consultant, and may be used as the Consultant sees fit, including the right to revise or publish the same without limitation. TIME OF BEGINNING AND COMPLETION The Consultant shall not begin work under the terms of this Agreement until authorized in writing by the Client. After receiving a task authorization executed by the Client, if the Consultant is delayed in the performance of its services by factors that are beyond its control, the Consultant shall notify the Client of the delay and shall prepare a revised estimate of the time and cost needed to complete the affected work and submit the revision to the Client for its approval. Time schedules are subject to mutual agreement for any revision unless specifically described as otherwise herein. PAYMENT The Consultant shall be paid by the Client for services rendered under this Agreement on a time and materials basis per the rates as specified in Exhibit C and as modified by mutual agreement in any future task authorization. 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. All billings for compensation for work performed under this Agreement will list actual time (days and/or hours) and dates during which the work was performed. Payment for extra work performed under this Agreement shall be paid as agreed to by the parties in writing at the time the extra work is authorized. (See "EXTRA WORK"). Finance charges, computed by a "Periodic Rate" of 1% per month, which is an annual percentage rate of 12% (applied to the previous month's balance after deducting payments and credits for the current month), will be charged on all past -due amounts unless otherwise provided by law or by contract. Invoices not paid within thirty (30) days will be considered past -due. The Consultant and its Subconsultants shall keep available for inspection, by the Client, for a period of three (3) years after final payment, the cost records and accounts pertaining to this Agreement. If any litigation, claim, or audit is started before the expiration of the three-year retention period, the records shall be retained until litigation, claims, or audit findings involving the records have been resolved. The three-year retention period starts when the Consultant receives final payment. CHANGES IN WORK The Consultant shall make revisions and changes in the completed work of this Agreement as are necessary to correct Consultant's errors, when required to do so by the Client, without additional compensation. 01/28/21 1:51 PNI REV 01/20 J:\data\EW\W40\2021 General Services\Contract\GS_AGMT_2021 General Services.docx Original No. 1 - Page 3 of 9 Pages Should the Client find it desirable for its own purposes to have previously completed work or parts thereof revised, the Consultant shall make revisions, if requested and as directed by the Client in writing. This work shall be considered as "Extra Work" and will be paid for as provided in the Section "Extra Work." EXTRA WORK The Client may desire to have the Consultant perform work or render services in connection with the Agreement in addition to or other than work provided for by the expressed intent of the applicable task authorization. Such work will be considered as Extra Work and will be specified in a written supplement which will set forth the nature and scope thereof. Work under a supplement shall not proceed until authorized in writing by the Client. Any dispute as to whether work is Extra Work or work already covered under this Agreement shall be mutually resolved by the parties before the work is undertaken. EMPLOYMENT The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant, to solicit or secure this contract and that the Consultant has not paid or agreed to pay any company or person, other than a bona fide 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 warranty, the Client shall have the right to annul this Agreement without liability, or in its discretion to deduct from the Agreement price or consideration or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. Any and all employees of the Consultant, while engaged in the performance of any work or services required by the Consultant under this Agreement, shall be considered employees of the Consultant only and not of the Client, and any and all claims that may or might arise under the Workman's Compensation Act on behalf of said employees, while so engaged in the work or services provided or to be rendered herein, shall be the sole obligation and responsibility of the Consultant. The Consultant shall not engage, on a full or part-time basis, or other basis, during the period of the contract, any professional or technical personnel who are, or have been at any time during the period of this contract, in the employ of the Client except regularly retired employees, without written consent of the Client. NON-DISCRIMINATION The Consultant agrees not to discriminate against any client, employee or applicant for employment or for services because of race, creed, color, national origin, gender, marital status, sexual orientation, age, or handicap except for a bona fide occupational qualification with regard to, but not limited to the following: employment; promotions; demotion or transfer; recruitment or any recruitment advertising; layoff or terminations; rates of pay or other forms of compensation; selection for training; and rendition of services. The Consultant is an equal opportunity employer. The Consultant understands and agrees that if it violates this Non -Discrimination provision, this Agreement may be terminated by the Client and further that the Consultant shall be barred from performing any services for the Client now or in the future, unless a showing is made satisfactory to the Client that discriminatory practices have terminated and that recurrence of such action is unlikely. TERMINATION OF AGREEMENT The term of this agreement shall be for five (5) years following the Client's date of execution below. Provided, the parties reserve the right to terminate this Agreement at any time upon not less than ten 01/28/21 1:51 PNI REV 01/20 J:\data\EW\W40\2021 General Services\Contract\GS_AGIN1T_2021 General5ervices.docx Original No. 1 - Page 4 of 9 Pages (10) days written notice to the other party, subject to the Client's obligation to pay Consultant in accordance with the subparagraphs below: A. In the event this Agreement is terminated by the Client other than for fault on the part of the Consultant, a final payment shall be made to the Consultant for actual cost for work completed under any current task authorizations at the time of the termination of the Agreement. In addition, the Consultant shall be paid on the same basis as above for any authorized extra work completed. No payment shall be made for any work completed after ten (10) days following receipt by the Consultant of the Notice to Terminate unless otherwise agreed. If the accumulated payment made to the Consultant prior to the Notice of Termination exceeds the total amount that would be due as set forth herein above, including any and all extra work, then no final payment shall be due, and the Consultant shall immediately reimburse the Client for any excess paid. B. In the event the services of the Consultant are terminated by the Client for actual fault on the part of the Consultant, the above stated formula for payment shall not apply. In such an event the amount to be paid shall be determined by the parties with reasonable consideration given to: the actual costs incurred by the Consultant in performing the work to the date of termination; the amount of work originally required which was completed by the Consultant in accordance with the standard of care stated herein prior to the date of termination; the cost to the Client of employing another firm to complete the remaining work required and the time which may be required to do so; and otherfactors which affect the value of the work performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount which would have been made if the formula set forth in subsection A had been applied. C. The Consultant reserves the right to suspend performance of the work in the event of nonpayment by Client for invoices furnished in accordance with the Payment provisions as listed herein. In the event that Consultant suspends performance of the work, the Consultant and the Client shall make a good faith effort to resolve the matter of nonpayment. Consultant shall resume work once such resolution is reached and payment is received in full. 101`1-11j 9*1 The parties shall make a good faith effort to resolve disputes concerning questions of facts in connection with work prior to initiating legal action. In the event that either party institutes legal action or proceedings to enforce any of its rights in this Agreement, both parties agree that any such action shall be brought in the courts of the State of Washington, situated in Douglas County. LEGAL RELATIONS The Consultant shall comply with federal, state and local laws and ordinances directly applicable to the work to be done under this Agreement. This contract shall be interpreted and construed in accordance with the laws of Washington. The Consultant agrees to indemnify and hold harmless the Client, its officers and employees from claims, demands or suits at law or equity directly resulting from Consultant's negligent acts, errors, or omissions under this Agreement, provided that nothing herein shall require the Consultant to indemnify the Client against and hold harmless the Client from claims, demands, or suits resulting from the conduct of the Client, its officers, agents, or employees. Provided further, if the claims or suits are caused by or result from the concurrent negligence of (a) the Consultant, its agents, or employees, and (b) the Client, its agents, officers, or employees, this provision with respect to claims or suits based upon such concurrent O1/28/21 1:51 P\I REV 01/20 J:\dat1\EW\W40\2021 General Services\Contncr\GS_AGNIT_2021 General Services.do- Original No. 1 - Page 5 of 9 Pages negligence shall be valid and enforceable only to the extent of the Consultant's negligence or the negligence of the Consultant's agents or employees except as limited below. The Consultant shall secure general liability, property damage, auto liability, and professional liability coverage in the amount of $1.0 million, with a General Aggregate in the amount of $2.0 million, unless waived or reduced by the Client. The Consultant shall submit to the Client a completed Standard ACORD Certification Form as proof of insurance. This Form shall name the Client as an additional insured for Consultant's applicable insurance policies. All coverages provided by the Consultant shall be in a form and underwritten by a company acceptable to the Client. The Client will normally require carriers to have a minimum A.M. Best rating of A VII. The Consultant shall keep all required coverages in full force and effect during the life of this project, and a minimum of thirty (30) days' notice shall be given to the Client prior to the cancellation of any policy. The Consultant shall verify, when submitting the first payment invoice and annually thereafter, possession of a current business license while conducting work for the Client. The Consultant shall require, and provide verification upon request, that subconsultants participating in a Client project possess a current business license. The Consultant's relation to the Client shall be at all times as an independent contractor. Any liability incurred by the Consultant as a result of this Agreement is limited to the fee amount as stipulated in the Payment terms herein. SUBLETTING OR ASSIGNING OF CONTRACTS The Consultant shall not sublet or assign any of the work covered by this Agreement without the express consent of the Client. COMPLETE AGREEMENT This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the parties. Any supplements to this Agreement will be mutually agreed upon in writing and will become part of this Agreement. No agent or representative of either party has authority to make, and the parties shall not be bound by or liable for, any statement, representations, promise, or agreement not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as a task authorization, amendment, or "Extra Work" authorization to this Agreement. The invalidity or unenforceability of any provision in this Agreement shall not affect the other provisions hereof, and this agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. O1/28/21 1:51 PM REV 01/20 J:\data\EW\W40\2021 General Services\Contract\GS_AGNIT_2021 General Sctvices.docx Original No. 1 - Page 6 of 9 Pages EXECUTION AND ACCEPTANCE This Agreement may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect. The parties do hereby accept the Agreement and agree to all of the terms and conditions thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement; as of the day and year first written below. APPROVED - SIGNATURE Paul R. Cross PRINT NAME Executive Vice President TITLE 1 /31 /2021 DATE RH2 Engineering, Inc., 300Simon StreetSE, Suite 5, East Wenatchee, WA98802 PPROVED -SIGNATURE JemY�q Cs�iw rw PRINT NAME h1ayok, TITLE 2 /to 116v DATE City of East Wenatchee, 271 Ninth Street NE, East Wenatchee, WA 98802, 01/28/21 1:51 PA1 REV 01/20 J:\data\EW\W40\2021 General Services\Contract\GS_AGb1T_2021 General Services.docs Original No. 1 - Page 7 of 9 Pages Exhibit A Scope of Work City of East Wenatchee General Engineering Services January 2021 RH2 Engineering, Inc., (RH2) agrees to provide engineering services as necessary to support the City of East Wenatchee (City) at the request of the City. Work is not classified and may consist of assistance with the review of proposed private developments, construction support, and other miscellaneous engineering related work. Billing for the services shall be on a time and expense basis in accordance with Exhibit C, Schedule of Hourly Rates and Charges. Schedule of Hourly Rates and Charges may be adjusted annually. RH2 will notify City of rate adjustments prior to implementation. 1/28/2021 1:57:26 PM 2021 RH2 Contract Original No. 1 - Page 8 of 9 Pages SAMPLE Exhibit B Task Authorization No. X City of East Wenatchee {Project Title} {Month Year} RH2 Project No. In accordance with our General Services Agreement for General Engineering Services, dated January , 2021, this Task Authorization outlines the Scope of Work for [TA Project Title Summary]. The work will be performed and invoiced in compliance with the terms and conditions listed in the governing Agreement and any issued Contract Amendments. Scope of Services {Insert a narrative description of the Task.] Assumptions: {Insert assumptions or eliminate if not needed.] Provided by City: (Eliminate if not needed.) {Insert information/assistance to be provided.} RH2 Deliverables: {Insert description of RH2 deliverables.] Project Schedule {Insert Schedule for Task Authorization.] Subconsultants {Identify subconsultants to be used and the fee estimate for their work, or No subconsultant are anticipated for this task.] Fee for Services The fee for services shall not exceed $ without prior written authorization of the City of East Wenatchee. Authorization of this Task Authorization shall be considered Notice to Proceed with the Scope of Services. RH2 Engineering, Inc. SIGNATURE PRINT NAME & TITLE DATE City of East Wenatchee SIGNATURE PRINT NAME & TITLE DATE 1/28/21 1:57 PM RH2 Contract Original No. 1 - Page 9 of 9 Pages EXHIBIT C RH2 ENGINEERING, INC. 2021 SCHEDULE OF RATES AND CHARGES RATE LIST RATE UNIT Professional $144 $/hr Professional II $157 $/hr Professional 111 $169 $/hr Professional IV $187 $/hr Professional V $198 $/hr Professional VI $214 $/hr Professional VII $226 $/hr Professional VIII $235 $/hr Professional IX $235 $/hr Control Specialist 1 $130 $/hr Control Specialist 11 $141 $/hr Control Specialist 111 $154 $/hr Control Specialist IV $169 $/hr Control Specialist V $179 $/hr Control Specialist VI $191 $/hr Control Specialist VII $204 $/hr Control Specialist Vill $214 $/hr Technician 1 $108 $/hr Technician 11 $119 $/hr Technician III $136 $/hr Technician IV $145 $/hr Technician V $160 $/hr Technician VI $175 $/hr Technician VII $189 $/hr Technician VIII $198 $/hr Administrative 1 $72 $/hr Administrative II $84 $/hr Administrative 111 $99 $/hr Administrative IV $118 $/hr Administrative V $139 $/hr CAD/GIS System $27.50 $/hr CAD Plots - Half Size $2.50 price per plot CAD Plots - Full Size $10.00 price per plot CAD Plots - Large $25.00 price per plot Copies (bw) 8.5" X 11" $0.09 price per copy Copies (bw) 8.5" X 14" $0.14 price per copy Copies (bw) 11" X 17" $0.20 price per copy Copies (color) 8.5" X 11" $0.90 price per copy Copies (color) 8.5" X 14" $1.20 price per copy Copies (color) 11" X 17" $2.00 price per copy Technology Charge 2.50% % of Direct Labor Mileage $0.560 price per mile (or Current IRS Rate) Subconsultants 15% Cost + Outside Services at cost Rates listed are adjusted annually.