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HomeMy WebLinkAbout001352 Original Contract City of Port Angeles Record#001352 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN CITY OF PORT ANGELES AND ASPECT CONSULTING LLC PSA-2018-08 RELATING TO: 2018 LANDFILL FLARE REPLACEMENT DESIGN THIS AGREEMENT is made and entered into, by and between THE CITY OF PORT ANGELES, a non-charter code city and municipal corporation of the State of Washington, (hereinafter Galled the "CITY") and Aspect Consulting LLC, a Washington limited liability company authorized to do business in the state of Washington (hereinafter called the "CONSULTANT-). WHEREAS, the CITY desires engineering, and consulting assistance related to landfill gas flare design. WHEREAS, the CITY desires to engage the professional services and assistance of a qualified engineering 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 CONSULTANT will accomplish the work as described in scope of services attached in Exhibit A. 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 X11 of this Agreement. Any changes made necessary due to causes outside the CONSULTANT'S reasonable control shall be provided as an extra work herein. 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. Page 1 of 11 ........................... 11 OWNERSHIP OF DOCUMENTS Upon completion of the work, all written and electronic documents, exhibits, CAD files, project plans, engineering reports, or other presentations of the work directed by the CITY in Exhibit A 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 CITY and the duration of the Agreement shall extend through December 31, 2018. 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; 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. 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. Page 2 x411 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 and outside services, shall not exceed the maximum sum of$5,000. 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 $5,000. 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 Service. 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. Vill 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 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 nondiscriminatory requirements in hiring and employment practices and assuring the service of all persons without discrimination as to any person's race, color, religion, sex, Page 3 of 11 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. X1 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 are the property of the CITY pursuant to Section 11 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 defend, indemnify and hold the CITY, its officers, officials, employees and Page 4 of I 1 volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the 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. 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. XVINSURANCE 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: 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. 2. Commercial General LigtLy 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. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 4. Professional Liability insurance appropriate to the Consultant's profession. B. MINIMUM AMOUNTS OF INSURANCE Consultant shall maintain the following insurance limits: Page 5 of 11 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 Liabilit insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 3. Professional Liabilit insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. C. OTHER INSURANCE PROVISION The CONSULTANT'S Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they 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, 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. F. NOTICE OF CANCELLATION The CONSULTANT shall provide the CITY with written notice of any policy cancellation, within two business days of their receipt of such notice. G. FAILURE TO MAINTAIN INSURANCE Failure on the part of the CONSULTANT to maintain the insurance as required shall constitute a material breach of contract, upon which the CITY may, after giving five business days notice to the CONSULTANT to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the CITY on demand, or at the sole discretion of the CITY, offset against funds due the CONSULTANT from the CITY. 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 Clallarn County. XVIII 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: Page 6 of 19 Exhibit A — Scope of Services Exhibit B — Budget Exhibit C — Consultant Time Plus Expense Rate Schedule XVIII This Agreement is effective and binding as of the date for the last signature affixed below. ASPECT C G LLC CITY PQRT ANGELES > By: By: Printed Name: Peter S. Bannister, PE PrintedNarne: Title: Associate Engineer Title: C-4 Date: —March 19, 2018 Date: APPROVED AS TO FORM 5,11" B Y, ATTORNEY ATTEST: BY:(III(I W ONLU ,CITY CERK Page 7 of 11 EXHIBIT A SCOPE OF SERVICES Task 1 - Design Services - Landfill Gas Flare The City of Port Angeles closed landfill requires collection and treatment of landfill gas being generated, in accordance with permit SLW08-001 from Ciallam County Environmental Health Services. The existing flare system, including flare, condensate separator, and controls, has been in operation since 1992 and was designed to operate across a range of landfill gas collection rates. Over time, the rate of landfill gas generation has decreased and the current collection rate is at the low end of the flare system's design range. Consequently, the flare system is at increasing risk of shut down. A replacement flare system is required to continue to reliably treat landfill gas collected from the landfill. The CONSULTANT shall provide design services for a replacement flare system. Services will include developing project specifications (including SCADA upgrades), project plans, and an engineer's estimate. END OF EXHIBIT Page 8 of 11 EXHIBIT B -- BUDGET CONSULTANT will perform the scope of work in Exhibit A on an hourly basis per Exhibit C -- Standard Rate Schedule, Task Buo 1 -----ijesign Services - Landfill Gas Flare $5,000 Total Contract Amount $5,000 END OF EXHIBIT Page 9 of 1I EXHIBIT C — Consultant Time Plus Expense Rate Schedule 2018 Rate Schedule Consultant Labor Casts and Non-Salary Reimbursable Casts are shown on the following page. Page 10 of 11 %,As MONO&ON&mJ JV% SCHEDULE OF CHARGES pcEffective January2C18 CONSULTING LiNess otherwise stated in the proposal)or services agreement,current rates are as folkows: PERSONNEL CHARGES: ENGINEERS, SCIENTISTS, AND ANALYSTS Hourly Rate Principals and Associates Principal Scientist/Engineer/Andyst 2 $244 Principal Scienfist/Engineer/AnaOyst 1 $2311 Sr.Associate Scientist/Engineer/Analyst $214 Associate Scienfisf/Engineer/Ana[yst $200 Technical Professionals Senior Scienfisf/Engineer/Ana[yst 3 $200 Senior Scienfist/Engineer/Andyst 2 $1851 Senior Sclienfist/Engineer/Ana9ysf 1 $176 Project Scllenfist/Ergineer/Analyst 3 $162 Project ScOer%f/Engineer/Analysf 2 $i50 Project Scienfist/Engineef/AnaNyst 1 $139 Staff Scientist/Engineer/Analyst 3 $129 Staff Scienfist/Ergineer/Ana[yst 2 $117 Staff Scienfist/Engineer-/Ana[yst 1 $109 PERSONNEL CHARGES: TECHNICAL AND PROJECT SUPPORT STAFF Hourly Rate Field/Construction Staff Field/Construction Supervisor $1181 Need Technician 2 $98 NeVd Technician 1 $90 Design, CAD, and Graphics Staff Engineering Designer $140 Sr.CAD Technician/Specidist $125 CAD Techinicion $110 Technical Editing and Project Operations Sr.Technical Editor $111 Technical Editor $100 ............ Project Coordinator 2 $95 Project Coordinator 1 $9'0 PERSONNEL CHARGES: TECHNOLOGY AND SOFTWARE DEVELOPMENT Hourly Rate Sr.TechnoBogy Project Manager $210 Technology Project Manager $195 Senior Software/Database Architect/Developer $200 Software/Database Architect/Developer $175 OTHER DISBURSEMENT CHARGES Legatl Testimony 14-hour mnirnum $350/hr Weage Federal Gov Rate Plus 15% Subcontractors and Misceilloneous Expenses Cost Plus 15% Other equipment,rentals,and expenses will be provided on a per job basis. Chert acknowledges that Aspect will adjust fhe Scbedute of Charges onnuafly, and that the Agreement will remarn voUd for any and all annually adjusted Sched0e of Charges. Page 11 of 11