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HomeMy WebLinkAbout000803 Original Contract City of Port Angeles Record # 000803 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE THE CITY OF PORT ANGELES AND TBS ENGINEERING, INC. Wastewater Professional Services Agreement Project WW-14-019 RELATING TO: Wastewater Treatment Plant Laboratory Heat Pump THIS AGREEMENT is made and entered into this day of L94A 2014, by and between THE CITY OF PORT ANGELES, a non-charter c6de city of the State of Washington, (hereinafter called the "CITY") and TBS ENGINEERING, INC., a Washington Corporation authorized to do business in the state of Washington (hereinafter called the "CONSULTANT"). WHEREAS, the CITY desires engineering and consulting assistance related to replacement of the Wastewater Treatment Plant Laboratory Heat Pump; and WHEREAS, the CITY desires to engage the professional services and assistance of a qualified consulting firm to perform the Scope of Services as detailed in Exhibit A, and WHEREAS, the CONSULTANT represents that it is in full compliance with the statutes of the State of Washington for professional registration and/or other applicable requirements, and WHEREAS, the CONSULTANT represents that it has the background, experience, and ability to perform the required work in accordance with the standards of the profession, and WHEREAS, the CONSULTANT represents that it will provide qualified personnel and appropriate facilities necessary to accomplish the work; NOW, THEREFORE, in consideration of the above representations and the terms, conditions, covenants, and agreements set forth below, the parties hereto agree as follows: I SCOPE OF SERVICES General Scope. The scope of professional services to be performed and the results to be achieved by the CONSULTANT shall be as detailed in the attached Exhibit A and shall include all services and material necessary to accomplish the work. The CITY may review the CONSULTANT'S services, and if they do not meet the Professional Standard of Care the CONSULTANT shall make such changes as may be required by the CITY. Such changes shall not constitute "Extra Work" as related in Section XII of this Agreement. Any changes made necessary due to causes outside the CONSULTANT'S reasonable control shall be provided as an extra work herein. Page 1 of 7 The CONSULTANT agrees that all services performed under this Agreement shall be in accordance with the standards of the engineering profession for similar services on similar projects of like size and nature and in compliance with applicable federal, state and local laws. The Scope of Services may be amended upon written approval of both parties. II OWNERSHIP OF DOCUMENTS Upon completion of the work, all documents, exhibits, digital photos, or other presentations of the work, with the exception of those standard details and specifications regularly used by the CONSULTANT in its normal course of business, shall upon payment of all amounts rightfully owed by the CITY to the CONSULTANT herein become the property of the CITY for use without restriction and without representation as to suitability for reuse by any other party unless specifically verified or adapted by the CONSULTANT. However, any alteration of the documents, by the CITY or by others acting through or on behalf of the CITY, will be at the CITY's sole risk. III DESIGNATION OF REPRESENTATIVES Each party shall designate its representatives in writing. The CONSULTANT'S representative shall be subject to the approval of the CITY. IV TIME OF PERFORMANCE The CONSULTANT may begin work upon execution of this agreement by both parties and written direction to proceed from the CITY. The duration of the Agreement shall extend through December 31, 2014. The work shall be completed in accordance with the schedule set forth in the attached Exhibit D. V PAYMENT The CITY shall pay the CONSULTANT as set forth in this section of the Agreement. Such payment shall be full compensation for work performed, services rendered, and all labor, materials, supplies, equipment and incidentals necessary to complete the work. A. Payment shall be on the basis of the CONSULTANT'S cost for actual labor, overhead and profit plus CONSULTANT'S direct non-salary reimbursable costs as set forth in the attached Exhibit C. B. The CONSULTANT shall submit invoices to the CITY on a monthly basis. Invoices shall detail the work, hours, employee name, and hourly rate; shall itemize with receipts and invoices the non-salary direct costs, subconsultants, and outside services; shall indicate the specific task or activity in the Scope of Service to which the costs are related; and shall indicate the cumulative total for each task. C. The CITY shall review the invoices and make payment for the percentage of the project that has been completed less the amounts previously paid. Page 2 of 7 D. The CONSULTANT invoices are due and payable within 30 days of receipt. In the event of a disputed billing, only the disputed portion will be withheld from payment. E. Final payment for the balance due to the CONSULTANT will be made after the completion of the work and acceptance by the CITY. F. Payment for "Extra Work" performed under Section XII of this Agreement shall be as agreed to by the parties in writing. VI MAXIMUM COMPENSATION Unless otherwise agreed to in writing by both parties, the CONSULTANT'S total compensation and reimbursement under this Agreement, including labor, direct non-salary reimbursable costs, subconsultant costs and outside services, shall not exceed the maximum sum Of $6,500.00. The budget for each task is as set forth in the attached Exhibit B. Budgets for task(s) may be modified upon mutual agreement between the two parties, but in any event, the total payment to CONSULTANT shall not exceed $6,500.00. VII INDEPENDENT CONTRACTOR STATUS The relation created by this Agreement is that of owner-independent contractor. The CONSULTANT is not an employee of the CITY and is not entitled to the benefits provided by the CITY to its employees. The CONSULTANT, as an independent contractor, has the authority to control and direct the performance within the Scope of Services. The CONSULTANT shall assume full responsibility for payment of all Federal, State, and local taxes or contributions imposed or required, including, but not limited to, unemployment insurance, Social Security, and income tax. VIII EMPLOYMENT Employees of the CONSULTANT, while engaged in the performance of any work or services under this Agreement, shall be considered employees of the CONSULTANT only and not of the CITY, and claims that may arise under the Workman's Compensation Act on behalf of said employees while so engaged, and any and all claims made by a third party as a consequence of any negligent act or omission on the part of the CONSULTANT'S employees while so engaged, on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. In performing this Agreement, the CONSULTANT shall not employ or contract with any CITY employee without the CITY's written consent. IX NONDISCRIMINATION The CONSULTANT shall conduct its business in a manner which assures fair, equal and non- discriminatory treatment of all persons, without respect to race, creed or national origin, or other legally protected classification and, in particular: A. The CONSULTANT shall maintain open hiring and employment practices and will welcome Page 3 of 7 applications for employment in all positions, from qualified individuals who are members of minorities protected by federal equal opportunity/affirmative action requirements; and, B. The CONSULTANT shall comply with all requirements of applicable federal, state or local laws or regulations issued pursuant thereto, relating to the establishment of non discriminatory requirements in hiring and employment practices and assuring the service of all persons without discrimination as to any person's race, color, religion, sex, Vietnam era veteran status, disabled veteran condition, physical or mental handicap, or national origin. X SUBCONTRACTS A. The CONSULTANT shall not sublet or assign any of the work covered by this Agreement without the written consent of the CITY. B. In all solicitation either by competitive bidding or negotiation made by the CONSULTANT for work to be performed pursuant to a subcontract, including procurement of materials and equipment, each potential sub-consultant or supplier shall be notified by the CONSULTANT of CONSULTANT's obligations under this Agreement, including the nondiscrimination requirements. XI CHANGES IN WORK Other than changes directed by the CITY as set forth in Section I above, either party may request changes in the Scope of Services. Such changes shall not become part of this Agreement unless and until mutually agreed upon and incorporated herein by written amendments to this Agreement executed by both parties. XII EXTRA WORK The CITY may desire to have the CONSULTANT perform work or render services in connection with this Agreement, in addition to the Scope of Services set forth in Exhibit A and minor revisions to satisfactorily completed work. Such work shall be considered as "Extra Work" and shall be addressed in a written supplement to this Agreement. The CITY shall not be responsible for paying for such extra work unless and until the written supplement is executed by both parties. XIII TERMINATION OF AGREEMENT A. The CITY may terminate this Agreement at any time upon not less than ten (10) days written notice to the CONSULTANT. Written notice will be by certified mail sent to the CONSULTANT's designated representative at the address provided by the CONSULTANT. As a condition precedent to termination for cause the CONSULTANT shall be given the notice period to cure such cause and shall have failed to so cure. B. In the event this Agreement is terminated prior to the completion of the work, a final payment shall be made to the CONSULTANT, which, when added to any payments previously made, shall compensate the CONSULTANT for the work completed. C. In the event this Agreement is terminated prior to completion of the work, documents that Page 4 of 7 are the property of the CITY pursuant to Section II above, shall be delivered to and received by the CITY prior to transmittal of final payment to the CONSULTANT. XIV INDEMNIFICATION/HOLD HARMLESS CONSULTANT shall indemnify the CITY, its officers, officials, employees and volunteers from any and all claims, injuries, damages, losses or suits including attorney fees, to the extent caused by the negligent acts, errors or omissions of the CONSULTANT in performance of this Agreement, except for injuries and damages caused by the sole negligence of the CITY. The CITY agrees to indemnify the CONSULTANT from any claims, damages, losses, and costs, including, but not limited to, reasonable attorney's fees and litigation costs, arising out of claims by third parties for property damage and bodily injury, including death, caused solely by the negligence or willful misconduct of the CITY, CITY's employees, or agents in connection with the work performed under this Agreement. If the negligence or willful misconduct of both CONSULTANT and CITY (or a person identified above for whom each is liable) is a cause of such damage or injury, the loss, cost, or expense shall be shared between the CONSULTANT and the CITY in proportion to their relative degrees of negligence or willful misconduct and the right of indemnity shall apply for such proportion. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the CONSULTANT, the CITY, and the officers, officials, employees, and volunteers of either, the CONSULTANT'S liability hereunder shall be only to the extent of the CONSULTANT'S negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the CONSULTANT'S waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. However, the CONSULTANT expressly reserves its rights as a third person set forth in RCW 51.24.035. XV INSURANCE The CONSULTANT shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the CONSULTANT, its agents, representatives, employees or subcontractors. No Limitation. CONSULTANT'S maintenance of insurance as required by the agreement shall not be construed to limit the liability of the CONSULTANT to the coverage provided by such insurance, or otherwise limit the CITY'S recourse to any remedy available at law or in equity. A. Minimum Scope of Insurance CONSULTANT shall obtain insurance of the types described below: Page 5 of 7 I 1. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage; and, 2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, and personal injury and advertising injury. The CITY shall be named as an insured under the CONSULTANT's Commercial General Liability insurance policy with respect to the work performed for the CITY; and, 3. Workers' Compensation coverage as required by the Industrial Insurances laws of the State of Washington; and 4. Professional Liability insurance appropriate to the CONSULTANT's profession. B. Minimum Amounts of Insurance CONSULTANT shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 3. Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability, Professional Liability and Commercial General Liability insurance: 1. The CONSULTANT's insurance coverage shall be primary insurance as respect the CITY. Any insurance, self-insurance, or insurance pool coverage maintained by the CITY shall be excess of the CONSULTANT's insurance and shall not contribute with it. 2. The CONSULTANT shall provide CITY and all Additional Insureds with written notice of any policy cancellation within two (2) business days of their receipt of such notice. 3. Any payment of deductible or self-insured retention shall be the sole responsibility of the CONSULTANT. 4. The CONSULTANT'S insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. Page 6 of 7 D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage CONSULTANT shall furnish the CITY with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the CONSULTANT before commencement of the work. XVI APPLICABLE LAW This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington, and in the event of dispute the venue of any litigation brought hereunder shall be Clallam County. XVII EXHIBITS AND SIGNATURES This Agreement, including its exhibits, constitutes the entire Agreement, supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. The following exhibits are hereby made a part of this Agreement: Exhibit A - Scope of Services Exhibit B - Budget Exhibit C - Schedule of Charges Exhibit D - Schedule IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. CITY OF PORT ANGELES APPROVED AS TO FORM: DAN McKEEN, CITY MANAGER WILLIAM E. BLOOR, CITY ATTORNEY CONSULTA ATTEST: t C. - . CITY CLERK TITLE: PRESIDENT hR - Page 7 of 7 EXHIBIT A SCOPE OF SERVICES WASTEWATER UTILITY PROFESSIONAL SERVICES AGREEMENT Wastewater Treatment Plant Laboratory Heat Pump PROJECT WW-14-019 BACKGROUND The Waste Water Treatment Plant HVAC System Evaluation dated October 4, 2013 identified the HVAC serving the laboratory in the Digester Building (Building 4000) as one area in need of immediate remediation. The two air handlers that had originally served this building were removed and the HVAC unit that was added later to heat and cool just the laboratory area failed prematurely. A long term HVAC solution for the laboratory area would install a new air handler and utilize the plant's discharge water (-56F year-round) as a cooling source and re-connect to the existing heating water loop for heat. Control of the new system will be kept as basic as possible. Though make-up air and exhaust air flow requirements in the Sludge Pump and Compressor Rooms (an issue identified in the report) will not be directly addressed in this Scope of Services, the new system is to be designed and specified with consideration given to this future work. PHASE 1—DIGESTER BUILDING LABORATORY IMPROVEMENTS TBS Engineering, Inc. proposes the following scope of professional engineering services, along with an hourly budget for each respective task: 1. Identify Lab area HVAC requirements, HVAC system design 16 hours 2. Produce "performance/equipment specification" bid documents 8 hours 3. Provide limited construction administration services 20 hours 4. Project close-out 8 hours Total 52 hours The first component of this work is assumed to begin upon approval of this proposal with bid documents to be delivered early third quarter of 2014. The deliverables for this work will be a single set of performance and equipment specifications, suitable for public bidding purposes. The documentation will be submitted in a mutually agreed upon electronic format. WW-14-019 Page 1 Construction administration is limited to responding to requests for information during the bidding process, review of submittals and shop drawings to verify compliance with the design intent, and two site visits during construction/equipment installation. Project close out consists of one site visit to review the final installation, compilation of as-built documentation including any Operation & Maintenance manuals, and the coordination of any owner training on the operation of the system. The estimated total construction cost for this work is $22,000- $25,000, assuming there are no issues with the condition of the existing ductwork, the existing heating water pumps, or the availability of electrical power. The use of more durable equipment materials (suitable for long- term use in a waste water treatment plant environment) and the requirement for prevailing wage rates for labor have been taken into consideration. An evaluation of equipment material options and their respective costs will occur early in the design phase of the work. WW-14-019 Page 2 EXHIBIT B BUDGET WASTEWATER UTILITY PROFESSIONAL SERVICES AGREEMENT Wastewater Treatment Plan Laboratory Heat Pump PROJECT WW-14-019 Task Description Fee Estimate Task 1 Identify Lab area HVAC requirements, HVAC $2000 system design Task 2 Produce "performance/equipment specification $1000 bid documents Task 3 Provide limited construction administration $2500 services Task 4 Project close-out $1000 TOTAL $6500 END OF DOCUMENT WW-14-019 Pagel TBS Engineering,Inc. EXHIBIT C SCHEDULE OF CHARGES Personnel: Labor will be invoiced by staff classification at the following hourly rates, which are valid from January 1, 2014 to December 31, 2014. All rates are subject to adjustment after this period. Drafting/Designer $ 75.00 Professional Engineer $125.00 Project Expenses: All project expenses incurred for such services as Delivery, Reproduction, Printing, etc.) that cannot be provided in-house will be invoiced at actual cost plus 10% to cover administration and overhead. 7302 Pearl Ct. Bainbridge Island,WA 98110 Email: rp @tbs-engineering.com Phone: 206 842 0143 Fax: 206 855 1063 fiaman EXHIBIT D SCHEDULE WASTEWATER UTILITY PROFESSIONAL SERVICES AGREEMENT Wastewater Treatment Plant Laboratory Heat Pump PROJECT WW-14-019 Activity Schedule Begin Project 10 days of notice of award Design 4 weeks Bidding 4 weeks Construction 10 weeks Project closeout 2 weeks Total project duration 20 weeks END OF DOCUMENT WW-14-017 Page 1