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AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES
This Agreement for Professional Engineering Services dated as of ,
2004, is between Eagle County, a body corporate and politic, by and through its Boaz of County
Commissioners ("County"), and Tetra Tech RMC, hic. ("Consultant").
RECITALS
WHEREAS, the purpose/intent of this Agreement is to secure the services of Consultant
for guidance in the design of the Neilson Pumpline Diversion Headgate; and
WHEREAS, the Consultant has submitted to County a Proposal for performing the work
(further defined in Section 1) and represented that it has the expertise and personnel necessary to
properly and timely perform the work; and
WHEREAS, Consultant and County intend by this Agreement to set forth the scope of
the responsibilities of the Consultant in connection with the work and related terms and
conditions to govern the relationship between the Consultant and County in connection with the
work.
NOW, THEREFORE, for good and valuable consideration, including the conditions set
forth herein, the parties agree to the following:
AGREEMENT
1. Scone of the Work: The Work shall be comprised of the following services: A)
Design Review; B) Permitting; and, C) General Consulting as described in the Consultant's
proposal attached hereto as "Exhibit A."
2. Consultant's Performance: Consultant shall be responsible for the completeness
and accuracy of the work, supporting data and other documents prepared or compiled in
performance of the work, and shall correct, at its sole expense, all significant errors and
omissions therein caused by the negligence of the Consultant, Consultant's agents, employees, or
subcontractors. The fact that the County has accepted or approved Consultant's Work shall not
relieve Consultant of any of its responsibilities. Consultant shall perform the work in a skillful,
professional, and competent manner and in accordance with the standards of care, skill, and
diligence applicable to Engineers, as the case may be with respect to similar work.
3. Time of Performance: Consultant shall commence the work within ten (10)
business days after the date of this Agreement. All work shall be completed not later than
December 31, 2004, unless approved by change order to this contract.
4. Compensation and Payment: In consideration of its performance of the scope of
work, Consultant shall be paid monthly based on actual hours worked by task and direct
expenses at cost. The total not to exceed fee is $5,000.00. Payment shall be made in accordance
with the following:
a. Consultant shall submit to County monthly invoices of the time spent and
expenses incurred during the previous calendar month.
b. The professional fees and reimbursable expenses shall be due and payable
within thirty (30) days after submittal by Consultant, together with submission of any
required clarification and documentation.
C. Hourly rates shall be as provided in the cost proposal included in Exhibit
"B" and incorporated herein by this reference. Fractional hours will be billed at the
nearest one -quarter hour.
d. The parties hereto recognize that the Scope of the Work may change.
When Consultant believes that the Scope of the Work has been changed or that by reason
of a decision of County it will be required to redo properly completed work, Consultant
shall immediately advise County of such belief and shall also provide a statement of the
maximum additional charges for such work. Consultant shall not be entitled to be paid
for any such additional work unless and until County agrees in writing that the Scope of
the Work has changed and accepts the statement of the maximum additional charges.
e. Consultant shall maintain comprehensive, complete and accurate records
and accounts of its performance relating to this Agreement for a period of three (3) years
following final payment hereunder, which period shall be extended at County's
reasonable request. County shall have the right within such period to inspect such books,
records and documents upon demand, with reasonable notice and at a reasonable time, for
the purpose of determining, in accordance with acceptable accounting and auditing
standards, compliance with the requirements of this Agreement and the law.
f. Additional services, if required beyond the Scope of the Work, shall be
separately negotiated and agreed to in writing by both the County and Consultant prior to
the Consultant performing the additional service.
5. Project Management: Colby J. Hayden, P.E. shall be designated as Consultant's
Project Manager for the work. Phillip M. Bowman, P.E., Eagle County, shall be County's
Project Manager responsible for this Agreement. All correspondence between the parties hereto
regarding this project shall be between and among the project managers. Either party may
designate a different project manager by notice in writing.
6. Independent Consultant: It is expressly acknowledged and understood by the
parties hereto that nothing contained in this Agreement shall result in, or be construed as
establishing, an employment relationship. Consultant shall be, and shall perform as, an
independent Consultant. No agent, employee, or servant of Consultant shall be, or shall be
deemed to be, the employee, agent or servant of County. Consultant shall be solely and entirely
responsible for its acts and for the acts of Consultant's agents, employees, servants and
subcontractors during the performance of this Agreement.
7. Personnel: Consultant understands and hereby acknowledges that County is
relying primarily upon the expertise and personal abilities of Colby J. Hayden, P.E. This
Agreement is conditioned upon the continuing direct personal involvement of said personnel in
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the work. County understands that other employees of Consultant will be working on portions of
the work; however, these employees shall be under the direct supervision of said personnel at all
times. In the event that said personnel is unable to remain involved in the work, Consultant shall
immediately notify County and County shall have the option to terminate this Agreement.
8. Ownership of Documents: All documents which are obtained during or prepared
in the performance of the work are copyrighted and shall remain the property of the County,
shall be so designated on the face of the document, and are to be delivered to County's Project
Manager before final payment is made to Consultant or upon earlier termination of this
Agreement.
9. Electronic Submittals: Project development correspondence shall be produced on
Microsoft software products and base mapping and plan sheets will be made utilizing AutoCad
2000 or newer version. All project documentation shall be furnished on a CD to Eagle County.
10. Confidentiality: Consultant acknowledges that it may receive confidential
information from County for use in connection with its performance of the work. Consultant
further acknowledges that it may in the performance of the work develop information, including
facts, data, and opinions, which are, or in County's judgment should be, confidential or limited in
terms of dissemination. Consultant shall take all precautions necessary to maintain and protect
the confidentiality of any such information and to ensure that it shall be used only for the
purposes of the work. All facts, data, and opinions developed by Consultant in the course of its
performance of the work shall be deemed to belong to County and no such facts, data, or
opinions shall be disseminated to anyone for any purpose without County's express written
consent.
Upon completion of the work, Consultant shall return to County all material it supplied to
Consultant in connection with the performance of the work.
11. No Assignment: The parties to this Agreement recognize that the services to be
provided pursuant to this Agreement are professional in nature and that in entering into this
Agreement, County is relying upon the personal services and reputation of Consultant.
Therefore, Consultant may not assign its interest in the Agreement, including the assignment of
any rights or delegation of any obligations provided therein, without the prior written consent of
County, which consent County may withhold in its sole discretion. Except as so provided, this
Agreement shall be binding on and inure to the benefit of the parties hereto, and their respective
successors and assigns, and shall not be deemed to be for the benefit of or enforceable by any
third party. Unless specifically stated to the contrary in any written consent to an assignment, no
assignment will release or discharge the assignor from any duty or responsibility under the
Agreement.
12. Conflicts of Interest: Neither Consultant nor its subcontractors, nor any of their
respective principals, officers, employees, or agents shall, at any time during the term of this
Agreement and continuing through three (3) months following completion of the work, perform
consulting work which would constitute a conflict of interest, including but not limited to work
on behalf of persons owning property within the area which is the subject of the work. By
acceptance of this Agreement, Consultant represents and warrants that any and all of its
professional representations and associations, and those of its subcontractors and of their
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respective principals, officers, employees and agents, direct or indirect, which would conflict in
any manner or degree with the professional and impartial performance of services required under
this Agreement have been terminated.
13. Notices: Any notice and all written communications required under this
Agreement shall be given by personal delivery, courier delivery, facsimile transmission together
with a "hard copy" by United States mail, or first class mail, to the appropriate party at the
following addresses:
Consultant Tetra Tech RMC, Inc.
1900 S. Sunset Street, Suite 1-F
Longmont, CO 80501
Phone: (303) 772-5282
Fax: (303) 665-6959
County: Eagle County Engineering
P.O. Box 850
500 Broadway
Eagle, CO 81631
Phone: (970) 328-3560
Fax: (970) 328-8789
Notice shall be deemed given on the first to occur of delivery, transmission by facsimile
(if transmitted during customary business hours, or the following business day if not), or three
calendar days after deposit in the mails, as applicable.
14. Miscellaneous:
a. Consultant shall not discriminate against any employee or applicant for
employment to be employed in the performance of this Agreement on the basis of race,
color, religion, national origin, sex, ancestry, physical handicap, sexual orientation, age,
political affiliation, or family responsibility. Consultant shall require all subcontractors
to agree to the provisions of this subparagraph.
b. The making, execution and delivery of this Agreement by the parties
hereto has not been induced by any prior or contemporaneous representation, statement,
warranty or agreement as to any matter other than those herein expressed. This
agreement embodies the entire understanding and agreement of the parties, and there are
no further or other agreements or understandings, written or oral, in effect between them
relating to the subject matter hereof. This Agreement may not be amended, including by
any modification of, deletion from or addition to the Scope of the Work, except by a
written document of equal formality executed by both parties hereto.
C. This Agreement shall be governed by and construed in accordance with
the laws of the State of Colorado, without reference to choice of law rules. The parties
agree that venue in any action to enforce or interpret this Agreement shall be in the
District Court in the 5t' District for the State of Colorado.
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d. This Agreement does not and shall not be deemed to confer upon or grant
to any third party any right enforceable at law or equity arising out of any term, covenant,
or condition herein or the breach thereof.
15. Budget/Appropriation: Notwithstanding anything to the contrary contained in this
Agreement, County shall have no obligations under this Agreement, nor shall any payment be
made to Consultant in respect of any period after any December 31 of each calendar year during
the term of this Agreement, without an appropriation therefor by the County in accordance with a
budget adopted by the Board of County Commissioners in compliance with the provisions of
Article 25 of Title 30 of the Colorado Revised Statutes, the Local Government Budget law
(C.R.S. §29-1-101 et seq.), and the TABOR Amendment (Constitution, Article X, Sec. 20).
GENERAL CONDITIONS
1. Consultant shall provide and pay for labor, materials, equipment, tools, utilities,
permits, licenses, transportation, and other facilities and services necessary for proper execution
and completion of the work.
2. Consultant shall be responsible for having taken steps reasonably necessary to
ascertain the nature and location of the work, and the general and local conditions which can
affect the work or the cost thereof. Any failure by Consultant to do so will not relieve him from
responsibility for successfully performing the work without additional expense to the County.
County assumes no responsibility for understanding or representations concerning conditions
made by and of its officers, employees or agents prior to the execution of this Agreement, unless
such understanding or representations are expressly stated in the Agreement.
3. Consultant shall supervise and direct the work, using Consultant's best skill and
attention. Consultant shall be solely responsible for coordinating all portions of the work.
4. Consultant, as soon as practicable, shall furnish in writing to the County the
names of subcontractors and suppliers for each portion of the work.
5. No charge shall be made by Consultant for hindrances or delays from any cause
whatever during the progress of any portion of the work, unless such hindrance or delay is
caused in whole or in part by acts or omissions within the control of County. In any event,
County may grant an extension of time for the, completion of the work, provided it is satisfied
that delays or hindrances were due to causes outside Consultant's control, e.g., weather, or to
acts of omission or commission by the County, provided that such extensions of time shall in no
instance exceed the time actually lost to Consultant by reason of such causes, and provided
further that Consultant shall have given County immediate (as, determined by the circumstances,
but not exceeding 48 hours) notice in writing of the cause of the detention or delay.
6. Consultant warrants to County that the work will conform to the requirements of
the Agreement.
7. Consultant shall comply with and give notices required by all federal, state and
local laws, statutes, ordinances, building codes, rules and regulations applicable to the work. If
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the Consultant performs work knowing it to be contrary to laws, statutes, ordinances, building
codes, rules or regulations without notice to County, Consultant shall assume full responsibility
for such work and shall bear the attributable costs. Consultant shall promptly notify County in
writing of any conflicts between the specifications for the work and such governmental laws,
rules and regulations.
8. Consultant's Insurance: Consultant shall purchase and maintain in a company or
companies to which County has no reasonable objection such insurance as will protect
Consultant and County from claims which, may arise out of or result from Consultant's
operations under the Agreement, whether such operations be by himself or by any subcontractor
or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of
them maybe liable.
The insurance required shall be written for not less than any limits of liability
required by law or by those set forth below, whichever is greater. All such insurance shall be
written by companies authorized to do insurance business in the State of Colorado.
a. Workmen's Compensation including occupational disease, and
Employer's Liability Insurance in amounts and coverage as required by the laws of
Colorado.
b. Comprehensive General Liability Insurance — Consultant shall maintain a
Comprehensive General Liability Form of Insurance with bodily injury liability limits of
$1,000,000 for any one (1) person in any one occurrence and $2,000,000 for two (2) or more
persons in any one occurrence and with property damage liability limits of $1,000,000 in any
one occurrence.
C. Consultant shall maintain Professional Liability Insurance with minimum
coverage limits of $1,000,000 per occurrence, $2,000,000 aggregate.
Certificates of Insurance: Certificates of Insurance acceptable to the County shall be filed
with the County prior to commencement of the work. These Certificates shall contain provisions
naming the County as an additional insured under Consultant's Insurance for Comprehensive
General Liability, and that coverage afforded under the policies will not be canceled until at least
thirty days prior written notice has been given the County. Consultant and his subcontractors shall
not permit any of his subcontractors to start work until all required insurance have been obtained and
certificates with the proper endorsements have been filed with the County. Failure of the Consultant
to comply with the foregoing insurance requirements shall in no way waive the County's rights
hereunder.
Subcontractors: Before permitting any of his subcontractors to perform any work under
this contract, Consultant shall either (a) require each of his subcontractors to procure and
maintain during the life of his subcontracts, insurance of the types and in the amounts as may be
applicable to his work, which type and amounts shall be subject to the approval of the County, or
(b) insure the activities of his subcontractors in his own policy.
9. To the fullest extent permitted by law, Consultant shall indemnify and hold
harmless, the County, its Board of County Commissioners and the individual members thereof,
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its commissions, agencies, departments, officers, agents, employees or servants, and its
successors (collectively, the "County Representatives") from any and all fines, demands, losses,
liabilities, claims, damages and judgments, including reasonable attorney's fees, together with all
costs and expenses arising out of and resulting from performance of the work thereto which may
accrue against, be charged to, or be recoverable from the County, its Board of County
Commissioners, and its individual members thereof, its commissions, agencies, departments,
officers, agents, employees or servants and its successors, as a result of the willful misconduct or
negligent acts, errors or omissions of Consultant, its employees or agents, in connection with
Consultant's work, except to the extent such injury or damage results from the willful
misconduct or acts of the County or any of the County Representatives. The parties agree that
this clause shall not waive the benefits or provisions of C.R.S. 24-10-114 or any similar
provision of law.
10. After execution of the Agreement, changes in the work may be accomplished by
Change Order or by order for a minor change in the work. County, without invalidating the
Agreement, may order changes in the work within the general scope of the Agreement consisting
of additions, deletions or other revisions.
a. No Change Orders or other form of order or directive which requires
additional compensable work to be performed may be issued or be effective unless
accompanied by a written assurance to the Consultant that lawful appropriations to cover
the costs of the additional work have been made.
b. A Change Order shall be written order to the Consultant signed by County
to change the work.
C. County may also order minor changes in the work not involving changes
in the Contract Price or the Contract Time. Such changes shall be written orders and
shall be binding on the Consultant and County. Consultant shall carry out such written
orders promptly.
11. Final Payment: Upon written notice from Consultant that the work is complete,
County will make a final inspection with Consultant, and will notify Consultant in writing of all
particulars in which this inspection reveals that the work is incomplete or defective. Consultant
shall immediately take such measures as are necessary to remedy such deficiencies.
After Consultant has completed all such corrections to the satisfaction of County,
Consultant may make application for final payment following the procedure for progress
payments. The final application for payment shall be accompanied by all documentation called
for in the contract documents, and such other data and schedules as County may reasonably
require, together with complete and legally effective releases or waivers (satisfactory to County)
of all liens arising out of, or filed in connection with the work. In lieu thereof, and as approved
by County, Consultant may furnish receipts or releases in full; an affidavit of Consultant that the
releases and receipts include all labor, services, material, and equipment for which lien could be
filed, and that all payrolls, material, and equipment bills, and other indebtedness connected with
the work, for which County or his property might in any way be responsible, have been paid or
otherwise satisfied; and consent of the surety, if any, to final payment. If any subcontractor,
manufacturer, fabricator, supplier, or distributor fails to furnish a release or receipt in full,
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Consultant may furnish a bond or other collateral satisfactory to County to indemnify County
against any lien.
12. Consultant warrants and guarantees that all work, materials, and equipment
covered by any application for payment, whether incorporated in the project or not, will pass to
County at the time of payment free and clear of all liens, claims, security interests, and
encumbrances (in these General Conditions referred to as "Liens").
13. Final payment is subject to the Final Settlement requirements and time periods set
forth in C.R.S. §38-26-107.
14. The Consultant shall be responsible for initiating, maintaining and supervising all
safety precautions and programs, including all those required by law in connection with
performance of the Agreement.
15. Consultant shall promptly correct work rejected by County as failing to conform
to the requirements of the Agreement and Consultant shall bear the cost of correcting such
rejected work.
16. County may terminate this Agreement, in whole or in part, for its convenience
upon providing written notice, by delivery or by mail, to Consultant. Upon such termination,
County shall be liable only for work satisfactorily completed prior to the notice and for
unavoidable expenses directly incurred for performance of those parts of the work which have
not been satisfactorily completed, provided that, at its sole option, County may require that
Consultant complete particular tasks or subtasks on a time and reimbursable expenses basis as
provided in paragraph 4 hereof. Upon termination Consultant shall deliver to County all
photographs, drawings, illustrations, text, data, and other documents entirely or partially
completed, together with all material supplied to Consultant by County. Payment will be due
within thirty (30) days after Consultant has delivered the last of the partially completed
documents, together with any records that may be required to determine the amount due.
17. In the event of any conflict between the provisions of these General Conditions
and the Specifications or the Agreement, the terms of the Specifications or the Agreement, as the
case may be, shall control.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.
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Teak J. Simonton,
Clerk to the Board of
County Commissioners
"COUNTY"
COUNTY OF EAGLE, STATE OF
COLORADO, By and Through Its
BOARD OF COUNTY COMMISSIONERS
F cc
Tom C.S1
Chairman
"CONSULTANT"
TETRA TECH RMC, INC.
By:
Name: w. D>s=
Title: 1/ cr - Pn_t o-F
STATE OF COLORADO )
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Co ty ofy� (i )
The fo egoi was acknowje ged bef a me thit M day of � 2004
by It as llI .�*SIcJ e-T of Tetra TechRMC,
WITNESS my hand and
My commission expires
TETRA TECH RMC
January 8, 2004
Mr. Phillip Bowman
Project Engineer
Eagle County Engineering Department
P.O. Box 850
500 Broadway
Eagle, Colorado 81631
Re: Neilson Pumpline Diversion Headgate
Dear Mr. Bowman:
Tetra Tech RMC has reviewed the information packet you provided, as well as notes from our
telephone conversation, in preparing this estimate for consulting services. We believe that we can
be of assistance in the following capacity:
Design Review: Tetra Tech RMC has a great deal -of experience in river diversion projects in
Colorado. After reviewing the information, we believe that construction of a side chute and
reconditioning of the existing boulder drop can aid in providing better flow conditions and
availability of water at the existing headgate structure. We can provide design guidance and review
plans developed by Eagle County staff to meet the goals of improved safety and water supply.
Permitting: If the work is completed under the agricultural exemption of the Clean Water Act
Section 404 as administered by the U.S. Army Corps, then only notification to the Corps is required
prior to starting the work. We recommend preparing an application and have a written
determination made by the Corps for the project. If they are in agreement with the exemption, then
the application will serve as the required notification. A letter and set of plans should be processed
with the State Division Engineer as well. We can provide guidance and review the application and
letters prepared by Eagle County staff.
General Consulting: There will be many decisions required to complete the project that affect
hydrology, irrigation supply and measurement, constructibility, timing, and response to comments
received by internal and external sources who review the work. We can provide our experience
either informally over the phone and E-mail or via formal written correspondence.
It is difficult at this time to determine the exact nature that we will be needed for this project;
however, for a budget value we recommend a $5,000 not -to -exceed value be appropriated. We
EXHIBIT 1900 S. Sunset Street, Suite I-F, Longmont, CO 80501
Tel 303.772.5282 Fax 303.665.6959
8
wwwttrmc.com
itTETRA TECH RMC Mr. Phillip Bowman
January 8, 2004
f F1 Page 2
would work on the project on a time and material basis as requested and provide a short scope -and
dollar amount for each task assigned. We currently have this arrangement with several local towns
and irrigation companies and have found it to work well. If a larger task of engineering services is
needed, we can provide a detailed written scope complete with budget values. Site visits can be
arranged individually as needed as well.
Attached are our current service rate sheet and a few project descriptions. Should you require a
more detailed proposal we can prepare one based on a predetermined scope and list of objectives.
Sincerely,
TETRA. TECH RMC, INC.
C� l
Colby J. Hayden, PE
Project Manager
CMC:sp
Attachments
]:kmckagle county.doc
TETRA TECH RMC
2004 SCHEDULE OF RATES
Employee Category Hourly Rate
Principals and Project Managers:
Principals/Regional Practice Leaders $135 - $180
Manager/Project Manager $85 - $155
Engineering:
Project Engineer
$70 - $100
Engineer III
$60 - $85
Engineer II
$55 - $85
Engineer I
$55 - $75
Engineering Technicians I, II and III
$50 - $85
Geologists/Scientists:
Project Geologist/Scientist
$70 - $105
Geologist/Scientist II and III
$60 - $85
Geologist/Scientist I
$50 - $70
Planning and Landscape Architecture:
Senior Planner
$70 - $115
Planner I and II
$50 - $85
Planning Technician
$45 - $60
Landscape Architect
$50 - $70
Surveying:
Survey Manager and Assistant Manager
$75 - $110
Survey Crew Chief
$50 - $80
Surveyor I and II
$45 - $60
Survey Technicians I, II and III
$45 - $90
GIS Administrator
$65 - $100
GIS Technician II
$50 - $75
GIS Technician I
$45 - $65
Survey Crews:
One Person w/ GPS Equipment
$95
Two Person
$110 - $130
Three Person
$155 - $175
Support:
GIS Administrator
$65 - $100
GIS Technician II
$50 - $75
GIS Technician I
$45 - $65
CAD Technician IV
$60 - $80
CAD Technician I through III
$45 - $75
Computer Administrator
$70 - $100
Clerical
$30 - $75
Direct Reimbursables
Travel, communications, printing, deliveries, outside services, and sub -consultant services shall be reimbursed
at cost plus 10 percent.
Mileage shall be reimbursed at the rate of $0.40 per mile.
EXHIBIT
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