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HomeMy WebLinkAboutAgreements/Contracts - Public Works (002)V)A I JV_ 2022 PROFESSIONAL SERVICES AGREEMENT PART-TIME COUNTY ROAD ENGINEER THIS AGREEMENT ("AGREEMENT") is made and entered into by and between the following: GRANT COUNTY ("COUNTY"), a political subdivision of the State of Washington, and SUSAN M. KOVICH (ENGINEER) a registered and licensed professional engineer, for the express purposes set forth in the following provisions of this AGREEMENT. WHEREAS, COUNTY's county engineer position is vacant; WHEREAS, COUNTY appointed an interim acting county engineer who is not a licensed professional civil engineer; WHEREAS, WAC 136-12-030 requires a designation of a licensed professional civil engineer to perform all professional civil engineering functions during the interim period; and WHEREAS, the purpose of this AGREEMENT is for the County to employ Engineer as a part-time Road Engineer pursuant to RCW Chapter 36.80 and WAC 136-12-030; and WHEREAS, Engineer is willing to serve as COUNTY's part-time Road Engineer until the county hires a new full-time engineer. NOW, THEREFORE, in consideration of the terms and conditions contained herein, or attached and incorporated and made a part hereof, COUNTY and ENGINEER mutually agree as follows: 1. SCOPE OF WORK a. COUNTY desires to retain the services of ENGINEER, on the following terms and conditions for providing the ENGINEERING service as described in RCW Chapter 36.80, implementing Washington Administrative Code Provisions (W.A.C.'s) and County Codes; b. ENGINEER represents that she has available and offers to provide qualified personnel and facilities as may be necessary to perform services for the COUNTY requiring a licensed professional civil engineer. C. Any additional service(s) provided by ENGINEER must have prior written approval of COUNTY. d. ENGINEER will provide COUNTY with all services of a County Road Engineer that require an engineering license.. a 2022 Professional Services Agreement Page 1 of 12 e. ENGINEER agrees to meet in person or via video conference from time to time with the Grant County Board of County Commissioners or their designee as mutually agreed upon by the parties. 2. PERIOD OF PERFORMANCE Subject to other AGREEMENT provisions, the period of performance under this AGREEMENT will be from the date of signing until a new full-time county engineer is hired. 3. RIGHTS AND OBLIGATIONS All rights and obligations of the parties to this AGREEMENT shall be subject to and governed by the terms and conditions contained in the text of this AGREEMENT. 4. COMPENSATION AND PAYMENT a. Amount of Compensation. Total compensation payable to ENGINEER for satisfactory performance of the work under this AGREEMENT performed by i ENGINEER s $63.40 for direct labor and $147.91 hourly rate as shown in Exhibit A, which is included and incorporated into AGREEMENT. The aforementioned hourly rates are fully loaded and include all costs for administration, benefits and overhead. b. Expenses. Out of pocket expenses incurred accomplishing tasks will be reimbursable. These expenses include but are not limited to long distance phone calls, supplies, reproductions and postage. Reimbursement for use of employee furnished vehicle or company owned vehicle shall be at a rate determined by the County and shall be the same rate as provided to other county employees per mile. C. Time and Method of Payment. Payment for work performed shall be based upon satisfactory acceptance of each deliverable, payable upon receipt of properly completed invoices, which shall be submitted to the COUNTY by ENGINEER not more often than monthly. The invoices shall describe and document to COUNTY's satisfaction, a description of the work performed, activities accomplished, and fees and expenses. The rates shall be in accordance with those herein agreed to. Payment shall be considered timely if made by COUNTY within thirty (30) days after receipt of properly completed invoices. Payment shall be sent to the address designated by ENGINEER. COUNTY may, in its sole discretion, terminate AGREEMENT or withhold payments claimed by ENGINEER for service(s) 2022 Professional Services Agreement Page 2 of 12 rendered if ENGINEER fails to satisfactorily comply with any term or condition of this AGREEMENT. S. COUNTY OBLIGATIONS COUNTY agrees to cooperate with ENGINEER and to provide readily available and pertinent information regarding its requirements for services and work to be performed by ENGINEER. If COUNTY observes or otherwise becomes aware of any fault or defect in the services performed by ENGINEER, COUNTY shall promptly give notice thereof to ENGINEER and allow ENGINEER adequate time to respond. COUNTY, agrees to pay for all services within thirty (30) days of receipt of a bill. 6. AGREEMENT REPRESENTATIVES a. COUNTY's Project Manager for this AGREEMENT shall be the Chair of the County Board of Commissioners or their designee. The Project Manager shall be responsible for monitoring the performance of ENGINEER, approval for payment of billings and expenses submitted by ENGINEER, and the acceptance of any reports by ENGINEER. b. ENGINEER will be the contact person for all communications regarding the work under this AGREEMENT. 7. GENERAL TERMS a. independent Capacity Of The ENGINEER ENGINEER and its employees or agents performing under this Agreement are not employees or agents of the COUNTY. The ENGINEER will not hold himself/herself out as nor claim to be an officer or employee of the COUNTY or of the state of Washington by reason hereof, nor will the ENGINEER make any claim of right, privilege or benefit which would accrue to an employee under chapter 41.06 RCW or chapter 28B.16 RCW. b. Subcontracting ENGINEER shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of the COUNTY. C. Indemnification ENGINEER shall defend, protect and hold harmless Grant, or any employees or officers of the aforementioned entities, from and against all claims, suits or 2022 Professional Services Agreement Page 3 of 12 actions arising from the ENGINEER'S acts which are libelous or slanderous, which result in injury to persons or property, which violate a right of confidentiality, or which constitute an infringement of any copyright, patent, trademark or trade name through use or reproduction of material of any kind, or negligence. d. Covenant Against Contingent Fees ENGINEER warrants that no person or selling agent has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or bona fide established agent maintained by the ENGINEER for the purpose of securing business. The COUNTY shall have the right, in the event of breach of this clause by the ENGINEER, to annul this Agreement without liability or, in its discretion, to deduct from the Agreement price or consideration or recover by other means the full amount of such commission, percentage, brokerage or contingent fee. e. Conflict Of Interest The COUNTY may, by written notice to the ENGINEER terminate this Agreement if it is found after due notice and examination by the Agent that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or any similar statute involving the ENGINEER in the procurement of, or performance under, this Agreement. In the event this Agreement is terminated as provided above, the COUNTY shall be entitled to pursue the same remedies against ENGINEER as it could pursue in the event of a breach of the Agreement by ENGINEER. The rights and remedies of the COUNTY provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. The existence of facts upon which the Agent makes any determination under this clause shall be an issue and may be reviewed as provided in the "Disputes" clause of this Agreement. f. Assets i. Title to all property furnished. by the COUNTY shall remain in the COUNTY. Title to all property furnished by ENGINEER, for the cost of .which ENGINEER is entitled to be reimbursed as a direct item of cost under this Agreement, shall pass to and vest in the COUNTY upon delivery of such property by ENGINEER. Title to other property, the cost of which is reimbursable to ENGINEER under this Agreement, shall pass to and vest in the COUNTY upon 1) issuance for use of such property in the performance of this Agreement, 2) commencement of use of such property in the performance of this Agreement, or 2022 Professional Services Agreement Page 4 of 12 3) reimbursement of the cost thereof by the COUNTY in whole or in part, whichever first occurs. 11. Any property of the COUNTY furnished to ENGINEER shall, unless otherwise provided herein or approved by the COUNTY, be used only for the performance of this Agreement. 111. ENGINEER shall be responsible for any loss or damage to property of the COUNTY which results from the negligence of ENGINEER or which results from the failure on the part of ENGINEER to maintain and administer that property in accordance with sound management practices. iv. Upon loss or destruction of, or damage to, any COUNTY property, ENGINEER shall notify the COUNTY thereof and shall take all reasonable steps to protect that property from further damage. V. ENGINEER shall surrender to the COUNTY all property of the COUNTY prior to settlement upon completion, termination or cancellation of this Agreement. vi. All reference to ENGINEER under this clause shall also include ENGINEER'S employees, agents or Subcontractors. g. Non -Assignability Neither this Agreement, nor any claim arising under this Agreement, shall be transferred as assigned by ENGINEER. h. Records Documents and Reports ENGINEER shall maintain books, records, documents and other evidence of accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Agreement. These records shall be subject at all reasonable times to inspection, review, or audit by personnel duly authorized by the COUNTY, the Office of the State Auditor, and federal officials so authorized by law, rule, regulation, or Agreement. ENGINEER will retain all books, records, documents, and other materials relevant to this Agreement for six (6) years after settlement, a make them available for inspection by persons authorized under this provision or pursuant to 42.17 RCW. i. Right Of Inspection ENGINEER shall provide right of access to its facilities to the COUNTY, or any of its officers, or to any other authorized agent or official of the state of Washington or the federal government at all reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance under this Agreement. 2022 Professional Services Agreement Page 5 of 12 j. Safeguarding of Information The use or disclosure by any party of any information concerning the COUNTY for any purpose not directly connected with the administration of the COUNTY'S Or ENGINEER'S responsibilities with respect to service(s) provided under this contract is prohibited except by prior written consent of the COUNTY. k. Rigahts in Data Unless otherwise provided, data which originates from this Agreement shall be "works for hire" as defined by the U.S. Copyright Act of 1976 and shall be owned by the COUNTY. Data shall include, but not be limited to, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions. Ownership includes the right of copyright, patent, register and the ability to transfer these rights. Data which is delivered under the Agreement, but which does not originate therefrom, shall be transferred to the COUNTY with a nonexclusive, royalty free, irrevocable license to publish, translate, reproduce, deliver, perform, dispose of, and to authorize others to do so; Provided that such license shall be limited to the extent which ENGINEER has a right to grant such a license. ENGINEER shall exert all reasonable effort to advise the COUNTY, at the time of delivery of data furnished under this Agreement, of all known or potential invasions of privacy contained therein and of any portion of such document which was not produced in the performance of this Agreement. The COUNTY shall receive prompt written notice of each notice or claim of copyright infringement received by ENGINEER with respect to any data delivered under this Agreement. The COUNTY shall have the right to modify or remove any restrictive markings placed upon the data by ENGINEER. 1. Registration with Department of Revenue ENGINEER shall complete registration with the Department of Revenue, General Administration Building, Olympia, WA 98504, and be responsible for payment of all taxes due on payments made under this Agreement. M. Licensing Accreditation and Registration ENGINEER shall comply with applicable local, state, and federal licensing, accreditation and registration requirements/standards, necessary for the performance of this Agreement. n. Industrial Insurance Coverage 2022 Professional Services Agreement Page 6 of 12 Prior to performing work under this Agreement, ENGINEER shall provide or purchase industrial insurance coverage for ENGINEER'S employees, as may be required of an "employer" as defined in Title 51 RCW, and shall maintain full compliance with Title 51 RCW during the course of this Agreement. Should the ENGINEER fail to secure industrial insurance coverage or fail to pay premiums, as may be required under Title 51 RCW, the COUNTY may deduct the amount of premiums and any penalties owing from the amounts payable to ENGINEER under this Agreement and transmit the same to the Department of Labor and Industries, Division of Industrial Insurance. This provision does not waive any right under RCW 51.12.050 to collect from ENGINEER amounts paid by the COUNTY. The COUNTY will not be responsible for payment of industrial insurance premiums or for any other claim or benefit for this ENGINEER, or any subcontractor or employee of ENGINEER, which might arise under the industrial insurance laws during performance of duties and service(s) under this Agreement. If the Washington State Department of Labor and Industries, upon audit, determines that industrial insurance payments are due and owing as a result of work performed under this Agreement, those payments shall be made by ENGINEER; ENGINEER shall indemnify the COUNTY and guarantee payment of such amounts. Industrial insurance coverage through the Department of Labor & Industries is optional for sole proprietors, partners, corporate, officers and others, per RCW 51.12.020. o. Advance Payments Prohibited No payments in advance or in anticipation of service(s) or supplied to be provided under this Agreement shall be made by the COUNTY. P. Savin s In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective' date of this Agreement and prior to normal completion, the COUNTY may terminate the Agreement under the "Termination for Convenience" clause, without the five day notice requirement, subject to renegotiation under those new funding limitations and conditions. q. Limitation of Authority Only the COUNTY'S duly authorized officials shall have the express, implied or apparent authority to alter, amend, modify, or waive any clause or condition of this Agreement. Furthermore, any alteration, amendment, modification or waiver of any clause or condition of this Agreement is not effective or binding unless made in writing and signed by the duly authorized officials of the COUNTY. r. Waiver of Default 2022 Professional Services Agreement Page 7 of 12 Waiver of any default shall not be deemed to be a waiver of any subsequent default. Waiver of breach of any provision of the Agreement shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a modification of the terms of the Agreement unless stated to be such in writing, signed by the Agent and attached to the original Agreement. Any claim by ENGINEER for adjustment under this clause must be asserted within thirty (30) days from the date of ENGINEER'S receipt of the notice of such change; Provided, however, that the Agent may, upon determining that the facts justify such action, receive and act upon such claim asserted at any time prior to final payment under this Agreement. Failure to agree to any adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this Agreement entitled "Disputes" However, nothing in this clause shall excuse ENGINEER from proceeding with the Agreement as changed. S. Termination for Default By written notice the COUNTY may terminate the Agreement, in whole or in part, for failure of ENGINEER to perform any of the provisions hereof. In such event ENGINEER shall be liable for damages as authorized by law including, but not limited to, any cost difference between the original Agreement and the replacement or cover Agreement and all administrative costs directly related to the replacement Agreement, e.g., cost of the competitive bidding, mailing, advertising and staff time; Provided, that if (i) it is determined for any reason the ENGINEER was not in default, or (ii) ENGINEER' S failure to perform is without ENGINEER'S and/or subcontractor's control, fault or negligence, the termination shall be deemed to be a Termination for Convenience. t. Termination for Convenience Except as otherwise provided in this Agreement, the Agent may, by five (5) days written notice, beginning on the second (2nd) day after the mailing, terminate this Agreement in whole or in part when it is in the best interests of the COUNTY. If this Agreement is so terminated, the COUNTY shall be liable only for payment in accordance with the terms of this Agreement for service(s) rendered prior to the effective date of termination. U. Termination Procedure Upon termination of this Agreement the COUNTY, in addition to any other rights provided in this Agreement, may require ENGINEER to deliver to the COUNTY any property specifically produced or acquired for the performance of such part of this Agreement as has been terminated. The provisions of the "Treatment of Assets" clause shall apply in such property transfer. The COUNTY shall pay to ENGINEER the agreed upon price, if separately stated, for completed work and service(s) accepted by the COUNTY, and the amount agreed upon 2022 Professional Services Agreement Page 8 of 12 by ENGINEER and the COUNTY for (i) completed work and service(s) for which no separate price is stated, (ii) partially completed work and service(s), (iii) other property or services which are accepted by the COUNTY, and (iv) the protection and preservation of property, unless the termination is for default, in which case the Agent shall determine the extent of the liability of the COUNTY. Failure to agree with such determination shall be a dispute within the meaning of the "Disputes" clause of this Agreement. The COUNTY may withhold from any amounts due ENGINEER such sum as the Project Manager determines to be necessary to protect the COUNTY against potential loss or liability. The rights and remedies of the COUNTY provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. After receipt of a notice of termination, and except as otherwise directed by the Project Manager, ENGINEER shall: i. Stop work under the Agreement on the date, and to the extent specified, in the notice; ii. Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Agreement as is not terminated; 111. Assign to the COUNTY, in the manner, at the times, and to the extent directed by the Agent, all of the rights, title, and interest of ENGINEER under the orders and subcontracts so terminated, in which case the COUNTY has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts. iv. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the Agent to the extent the Project Manager may require, which approval or ratification shall be final for all the purposes of this clause; V. Transfer title to the COUNTY and deliver in the manner, at the times, and to the extent directed by the Agent any property which, if the Agreement had been completed, would have been required to be furnished to the COUNTY; vi. Complete performance of such part of the work as shall not have been terminated by the Project Manager; and vii. Take such action as may be necessary, or as the Project Manager may direct, for the protection and preservation of the property related to this Agreement which is 2022 Professional Services Agreement Page 9 of 12 in the possession of ENGINEER and in which the COUNTY has or may acquire an interest. 7. INTERPRETATION OF AGREEMENT a. Order of Precedence. In the event of an inconsistency in this AGREEMENT, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: i. Applicable Federal and State of Washington statutes and regulations; ii. Terms and Conditions as contained in this AGREEMENT; iii. Any other provision, term or material incorporated herein by reference or otherwise incorporated. b. Entire Agreement. This AGREEMENT including referenced exhibits represents all the terms and conditions agreed upon by the parties for public information and communications work for COUNTY. No other understandings or representations, oral or otherwise, regarding the subject matter of this AGREEMENT shall be deemed to exist or to bind any of the parties hereto. C. Conformance. If any provision of this AGREEMENT violates any statute or rule of law of the State of Washington, it is considered modified to conform to that statute or rule of law. d. Approval. This AGREEMENT shall be subject to the written approval of COUNTY's duly authorized officials and shall not be binding until so approved. AGREEMENT may be altered, amended, or waived only by a written amendment executed by both parties. 2022 Professional Services Agreement Page 10 of 12 "FIL-IffS AGREEMENT is executed by the persons signing below who warrant that they have the authon*t)r to execute AGRUMENT. A^ Executed this A day of �br.rv�r , 20zz T BOARD OF COUNTY COMMISSIONERS GRANT COUNTY, WASHINGTON anny F".. one, it 2022 Professional Services Agreement 41 t Executed this 14 day of I ebf,1=r4 . 20212 N-67 ENGINEER ..O� Susan M. Kovl*cb Page I I of 12 Exhibit A (Nicholls Kovich Engineering, PLLC 2022 Statement of Labor Rates) 2022 Professional Services Agreement Page 12 of 12 Nicholls KoViCh Engineering,PLLC 2022 Statement of Labor Rates - ICR The rates in the table below are our 2022 WSDOT ICR rates for project -available staff using our latest WSDOT-accepted Indirect Cost Rate of 103.29%. These rates are all-inclusive of direct labor, overhead, and fixed fee, and are valid on WSDOT ICR projects starting January 1, 2022. Position Classification Staff Direct Labor -Rate Hourly Billing Rate Principal Engineer SMK $63.40 $147.91 Senior Engineer JJN $40.00 $93.32 Project Engineer AVK $38.40 $89,58 Project Engineer SEC $37.00 $86.32 Associate Engineer KJK $36.00 $83,98 All non -labor direct expenses will be invoiced without markup. Mileage is charged at the current IRS rate per mile. Nicholls Kovich Engineering, PLLC will comply with the rules and regulations regarding travel costs in accordance with Washington State Department of Transportation Accounting Manual M13-82, Chapter 10 Travel Rules and Procedures, and revisions thereto. Nicholls Kovich Engineering, PLLC P.O. Box 1050 * Veradale, WA 99037-1050 * Phone (509) 921-6747 * Fax (509) 242-8777 * info@nichollskovich.com