HomeMy WebLinkAbout5.888 Original Contract
5. 8g8
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE
THE CITY OF PORT ANGELES
AND
ART ANDERSON ASSOCIATES
PROJECT #IT -0406
RELATING TO: INFORMATION TECHNOLOGY ROOM AIR CONDITIONING
THIS AGREEMENT is made and entered into this 0(~tJ- day of June, 2008, by and
between THE CITY OF PORT ANGELES, a non-charter code city of the State of Washington,
(hereinafter called the "CITY") and ART ANDERSON ASSOCIATES, INC., a Washington
Corporation (hereinafter called the "CONSULTANT").
WHEREAS, the CITY desires design engineering assistance related to the CITY's Information
Technology (IT) Room Air Condtioning; and
"-
WHEREAS, the CITY desires to engage the professional se . es and assistance of a qualified
consulting firm to perform the scope of work as detailed in Exhibl 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:
SCOPE OF WORK
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 work product, and if it is not satisfactory, 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.
The CONSULTANT agrees that all services performed under this Agreement shall be in
accordance with the standards of the engineering profession and in compliance with applicable
federal, state and local laws.
The Scope of Work may be amended upon written approval of both parties.
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II OWNERSHIP OF DOCUMENTS
Upon completion of the work, all documents, exhibits, photographic negatives, or other
presentations of the work shall 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 the
duration of the Agreement shall extend through December 31,2008. The work described in
Exhibit A shall be completed by July 31,2008, except when modified according to Sections XI
and XII of this agreement.
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 quoted firm fixed price of $9,927.00
as set forth in the letter from Sean Hoynes, dated May 16, 2008.
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 Work 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.
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
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costs and outside services, shall not exceed the maximum sum of $9,927.00.
VII INDEPENDENT CONTRACTOR STATUS
The relation created by this Contract is that of owner-independent contractor. The Contractor
is not an employee of the City and is not entitled to the benefits provided by the City to its
employees. The Contractor, as an independent contractor, has the authority to control and
direct the performance of the details of the services to be provided. The Contractor 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
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 subconsultant or supplier shall be notified by the
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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 work. 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 project, in addition to the Scope of Work 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.
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 percentage of 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 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 defend, indemnify and hold the CITY, its officers, officials, employees and
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.
The CITY agrees to indemnify the CONSULTANT from any claims, damages, losses, and
costs, including, but not limited to, 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
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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:
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.
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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's insurance shall be endorsed to state that coverage shall not be
cancelled, suspended or materially changed by either party, except after thirty
(30) days prior written notice by certified mail, return receipt requested, has been
given to the City.
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.
D. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of not less than AVII.
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.
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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 Work
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first written above.
l(M;f~~
APPRJVED AS TO FORM:
111~ <;: ~
WILLIAM E. BLOOR, CITY ATTORNEY
CITY OF PORT ANGELES
CONSULTANT
ATTEST:
,
. /) BECKY J.
;;ee9~T
TITLE:
~
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EXHIBIT A - SCOPE OF WORK
INFORMATION TECHNOLOGY ROOM AIR CONDITIONING
CITY OF PORT ANGELES
PROJECT #IT -0406
CONSULTANT shall provide the following engineering services for evaluating the IT Room air
conditioning:
1. Field Investigation - Site Visit
2. Initial budgetary construction cost estimate.
3. Mechanical and electrical construction drawings suitable for securing bids from
qualified contractors.
4. Technical specifications.
5. Detailed construction cost estimate.
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ART ANDERSON ASSOCIATES
16 May 2008
Terry Dahlquist
City of Port Angeles
321 E 5th Street
Port Angeles, W A 98362
Subj: City Hall IT Room HV AC Replacement Design Engineering Services Proposal
Ref: 1. Information Technology Room Air Conditioning Evaluation Report, Art
Anderson Associates, April 2008.
Dear Mr. Dahlquist:
Thank you for the opportunity to propose our engineering services for the City Hall IT
Room HV AC Replacement.
We understand that the City desires to proceed with Option 5 of reference 1. Based on
your email of 6 May 2008, we propose to provide the following engineering services for
the IT Room HV AC Replacement work:
. Field investigation/Site visit - 1 mechanical engineer, 1 electrical engineer
. Mechanical and electrical drawings suitable for securing bids from qualified
contractors for installation. Technical specification data will be provided on the
drawings.
. Budgetary construction cost estimate
. Detailed construction cost estimate
We propose to provide the above services for a firm fixed price of $9,927. A price
matrix showing the task items, hours and costs is provided as Attachment "A". Our
standard Terms and Conditions are provided as Attachment "B" and are incorporated by
reference. We propose to complete these services by 31 July 2008.
Our proposal does not include the development of any general or administrative
construction contract or bid documents, evaluation of bids or support during construction.
Art Anderson Associates can provide these services as additional services if desired.
ART ANDERSON ASSOCIATES
Please contact me with any question, comments or concerns. We look forward to
working with you on this project.
CLIENT:
PROJECT NAME:
CONTRACT NUMBER:
City of Port Angeles
City Hall IT Room HVAC Design
Attachment "A"
Proposal for Engineering Services
Price Matrix
\
ART ANDERSON ASSOCIATES
COMPANY PROPRIETARY
Date Prepared
RevIsion No
Contract Lead
TASK DATA WORK GROUP TASK SUMMARY
Task Sub Authonzed Project Engr / Designer CAD Drafter Clerical :,- ;,Mar\;,,:,' ~:6~~~~~ ~ J rVI/Mtrll Total
No Task Descn ptlon Lead Start Date Due Date Pnnclpal Manager Sr Engr Sr Dsnr "'Rours":l :Con~ultant Cost
$0 $0
Field Investigation/Site VISit,
1 mech, 1 elec 5 5 10 $1,500 $75 $1,575
Final HVAC Equipment Selection 1 1 $170 $170
HVAC Arranaement Drawing 8 12 20 $2,200 $2,200
HVAC Pressure Drop Calcs 3 3 $510 $510
Electncal Power Mods DrawlnQ 12 12 24 $2,400 $2,400
Techmcal SpeCification data (to
be put on the drawings) 2 2 2 6 $740 $740
Budgetary Construction Cost Estimate 3 3 2 8 $1,016 $1,016
Detailed Construcbn Cost Estimate 4 4 2 10 $1,316 $1,316
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
Total Manhours/Groupl 1 26 26 26 4 II 821 $9,852 $7511 $9,927
Total Labor/Groupl $01 $4,420 $3,380 $0 $0 $1,820 $23211 $120.15 per hour II
~
CHECK THIS BOX IF NEW (OR) ADDING TO EXISTING BUDGETS.
CHECK THIS BOX TO REPLACE EXISTING BUDGETS.
toJ I .
Attachment "B"
ART ANDERSON ASSOCIATES
FACILITIES DIVISION
TERMS & CONDITIONS
TERMS OF PAYMENT
Payment is due on receipt of the invoice unless otherwise agreed to in wntmg. Interest at the rate
of 1 1/2% per month (but not exceeding the maximum rate allowable by law) will be added to unpaid
accounts due over 30 days. Expenses incurred in liening or collecting delinquent amounts including, but
not limited to, all attorneys' fees, all expert fees, accountant fees, cost of legal assistants and or paralegals
and all other related expenses Will be paid in additIOn to the delinquent amount Art Anderson Associates
further reserves the right to stop work until all unpaid accounts due over 30 days are paid in full.
INSURANCE
Art Anderson Associates mamtains Workers' Compensation and Employer's Liability Insurance as
reqUired by state laws. Art Anderson Associates also maintains comprehensive general, auto and
professional ArchitecturallEngineering liability insurance, certificates of which are available.
LIMIT OF LIABILITY
In connection with non-professIOnal liability claims, in the performance of this agreement and
subject to the limits, terms and conditions of property damage and public liability coverage, we agree to
indemnify and hold you harmless from our proportional share of liability resultmg from our negligence
compared to the total negligence of other persons or entities which results in damage to you. Art Anderson
Associates will not be responsible for any loss, damage, or liability beyond the amounts, limits, coverage or
conditions of our msurance coverage on the date the claim is made.
The maximum aggregate amount of your recovery from Art Anderson Associates or our employees
due to professional negligence will be limited to the amount of our fee for the services provided under this
Agreement, or $50,000, whichever IS greater. For professional services related to residential property, our
professional liability IS limited to the amount of our fee.
THIRD PARTY INDEMNIFICATION
Except as expressly provided above, Client agrees to defend, indemnify and hold harmless Art
Anderson Associates from any third party claims for injury or losses allegedly arismg out of or related to
Art Anderson Associates' services under thIs Agreement.
CONSEQUENTIAL DAMAGES
Notwithstanding any other provIsIOns of these Terms and Conditions, Art Anderson AsSOCiates
will not be liable for consequential damages, including loss of use or loss of profits, or indirect damages,
regardless of whether such claim is based upon alleged breach of contract, willful misconduct, stnct
liability, breach of warranty or negligent act, error or omission, whether professional or non-professIOnal.
Art Anderson Associates will not be held financially or legally liable for any errors or omissions in
information, such as drawings, specifications, data, calculatIOns, etc., provided to, and not originated by, Art
Anderson Associates.
OWNERSIDP OF DOCUMENTS
Reports, field data, laboratory data, analyses, calculations, estimates, and other documents
prepared by Art Anderson Associates, as instruments of service, will remain the property of Art Anderson
Associates. Art Anderson Associates will retam pertinent records relating to the services performed for a
penod of five years following submission of the report, during which period the records will be made
available to the Client at reasonable times. Reuse of any instruments of service by the Client on extensIOns
of the project or on other projects without Art Anderson Associates' written permission will be at the
Client's nsk. Client agrees to defend, indemnify and hold harmless Art Anderson Associates from claims,
damages and expenses ansing out of such reuse.
TERMINATION OF SERVICES
In the event that the Client requests early termination of our services, we reserve the right to
complete such analyses and records as are necessary to place our files in order and to complete a report on
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ART ANDERSON ASSOCIATES
FACILITIES DIVISION
TERMS & CONDITIONS
the services performed to date. Charges for these termination activities will be III addition to all charges
incurred up to the date of terminatIon.
JOB SITE CONDUCT AND SAFETY
Art Anderson Associates will be responsible for our professional activities on the job sIte. This
will not relieve the Client, Owner or construction contractors of their obligation to maintalll a safe job site.
Our professional activities and our presence at the job site will not be understood to control the operations
of others or to be an acceptance of responsibIlity for Job site safety. Art Anderson Associates WIll not be
understood to supervise, direct or have control over construction contractors' work, nor have responsibility
for the means, methods, techniques, sequences or procedures of construction selected by constructIOn
contractors, or for any failures of construction contractors to comply with laws, rules, regulations,
ordinances, codes or orders applicable to construction contractors furnishing and performing their work.
GOVERNING LAW
The law of the State of Washington will govern the validity and execution of this Agreement.
DISPUTE RESOLUTION
All disputes arising under this contract shall, at the sole discretion of Art Anderson ASSOCIates, be
submitted to binding arbitration. Any arbitration arislllg out of thIS agreement shall proceed under the
Amencan Arbitration Association rules for commercial disputes. Upon receivlllg a demand for arbitration
or notice of commencement of a lawsuit, Art Anderson Associates shall have ten (10) business days wIthin
whIch to elect between proceeding with the dispute in arbitration or referring the matter to court. Venue for
all court actions shall be Kitsap County, Washington. In the event that any dispute proceeds to arbitration
and/or court, the prevailing party III the dispute shall be entitled to recover all of its costs, fees and
expenses, including, but not limited to, all attorney's fees, all expert fees, accountant fees, costs of legal
assistants and/or paralegals and all other expenses relating to the prosecution or defense of the claims
TIME BAR TO LEGAL ACTION
Legal actions by either party against the other for breach of this Agreement, or for failure to
perform in accordance with the applicable standard of care, will be barred two years after the time Claimant
knew or should have known of its claim, or four years after substantial completion of Art Anderson
Associates' services, whichever IS sooner.
SEVERABILITY
The Client and Art Anderson Associates have entered into thIS Agreement of the own free WIll, to
communicate to one another mutual understandings and responsibilities. Any element of this Agreement
later held to VIolate a law or regulation will be deemed void, and remaining provisions will continue in
force. However, Client and Art Anderson Associates will in good faith attempt to replace any invalid or
unenforceable proviSIOns WIth one that IS valid and enforceable, and which comes as close as possible to
expressing the intent of the original proVIsion.
NON-SOLICITATION OF EMPLOYEES
During the term of this contract, and for the period of one year after the expiration hereof, neither
party shall solicit for employment of any person or persons employed by the other.
SURVIVAL
These terms and conditions WIll survive the completion of the services under the Agreement and
the terminatIOn of the Agreement for any cause.
ASSIGNS
Neither the Client nor Art Anderson Associates may delegate, aSSIgn, sublet or transfer the duties,
interests or responsibilities set forth in this Agreement without the written consent of the other party.
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