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HomeMy WebLinkAbout000466 Original Contract 000466 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE THE CITY OF PORT ANGELES AND FARALLON CONSULTING, LLC RELATING TO: Sediment Sampling and Testing THIS AGREEMENT is made and entered into th 23 A day of Y 2012, by and between THE CITY OF PORT ANGELES, a non charter code city o the State of Washington, (hereinafter called the "CITY and FARALLON CONSULTING, LLC, a Washington limited liability company authorized to do business in the state of Washington (hereinafter called the "CONSULTANT WHEREAS, the CITY desires professional services not meeting the definition of Architectural or Engineering services as defined by Title 39 RCW to perform sediment sampling and testing; and WHEREAS, the CITY desires to engage the professional services and assistance of a qualified consulting firm to perform the scope of work as detailed in Exhibit A, 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 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. The CONSULTANT agrees that all services performed under this Agreement shall be in compliance with applicable federal, state and local laws. The Scope of Work may be amended upon written approval of both parties. There are no third party beneficiaries of the City Consultant Agreement and no one except the parties to this Agreement may seek to enforce its terms. Page 1 of 10 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 June 1, 2014. 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 lump sum cost and shall include 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 and employee name; shall indicate the specific task or activity in the Scope of Work to which the costs are related. 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. 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 $17,980. 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 $17,980. Page 2 of 10 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 within the scope of work. 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 CONSULTANT of Consultant's obligations under this Agreement, including the nondiscrimination requirements. Page 3 of 10 XI 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. XII INDEMNIFICATION /HOLD HARMLESS CONSULTANT shall defend, indemnify and hold the CITY, its officers, officials and employees harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the negligent or intentional 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 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 and employees 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. XIII INSURANCE The CONSULTANT shall procure and maintain for the duration of the Agreement, insurance Page 4 of 10 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. 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. Page 5 of 10 2. The Consultant's shall provide the City and all additional insured's with written notice of any policy cancellation, within two (2) business days of their receipt of such cancellation. 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 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. 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 (5) 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 there with, 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. XIV 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. XV 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 Exhibit B Budget for Each Task Exhibit C Consultant Labor Costs and Non salary Reimbursable Cost Exhibit D Schedule for the Work Page 6 of 10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. CITY OF PORT ANGELES AP ROVED AS TO F u e City Manager William Bloor, City Attorney CONSULTANT ATTEST: al/P6fr. 4414.40 Afga.Al2 Jf-ssa Hurd, City Clerk TITLE: mMv ,d1d f ru4 Rzer•£..et. Page 7 of 10 EXHIBIT A SCOPE OF WORK Farallon Consulting, L.L.C. Waterfront Transportation Improvement Plan Westend Park Sediment Sampling City of Port Angeles Task 1: Project Administration and Communications Provide project scoping, personnel resource allocation, scheduling, and communications with representative of the City of Port Angeles. A project kick -off teleconference will be held upon notification to proceed to coordinate access and timely conduct of the work. Task 2: Preparation of Work Plan Prepare a draft and final Sediment Sampling and Analysis Plan. The Sediment Sampling and Analysis Plan will address the following topics: Sampling objective and scope; Sampling locations and rationale; Sampling equipment and procedures (both for with/without a vessel); Laboratory analyses; Quality assurance /quality control; Management of investigation- derived waste; Field documentation; and Reporting. Task 3: Field Work Collect sediment samples at the three locations adjacent to the project area as specified by the Washington State Department of Ecology. The sediment samples will be analyzed for the chemicals of concern listed in Table 6.1 of the Dredged Materials Management Plan Users Manual, including dioxins and furans. Planning work under Tasks 1 and 2 will proceed expeditiously to potentially perform the field work from land during the series of low tides on June 4 through 6, 2012. Performing the work during a low tide would eliminate the cost of sampling from a vessel. However, a contingency is included in the cost estimate, and the Sediment Sampling and Analysis Plan will include alternate procedures for conducting the sampling using a vessel and Van Veen Grab Sampler if it is not viable to sample during the upcoming low tide cycle. Task 4: Preparation of Report Prepare a Sediment Sampling Report to document the work performed, describe the sediment conditions, and present the analytical results. The analytical results will be summarized in tables and compared to applicable Sediment Quality Standards established in the Washington State Sediment Management Standards as required by the Washington State Department of Ecology. The Sediment Sampling Report will include a base map showing the sampling locations relative to the existing features in the project area. 1 of 1 G \Projects \1005 Cny of Port Angeles \1005004 PA Waterfront Development \Contracts_Proposals \Sediment Samphng\EXHBIT A SOW docx EXHIBIT B BUDGET Farallon Consulting, L.L.C. Waterfront Transportation Improvement Plan Westend Park Sediment Sampling City of Port Angeles Task 1 Project Administration and Communications $965 Task 2 Preparation of Work Plan $3,086 Task 3 Field Work $10,485 Task 4 Preparation of Report $3,444 TOTAL $17,980 1 of 1 G \Projects \1005 City of Port Angeles \1005004 PA Waterfront Development \Contracts_Proposals \Sedhment Sampling\EXHIBIT B Budget docx EXHIBIT C SCHEDULE OF CHARGES Farallon Consulting, L.L.C. Waterfront Transportation Improvement Plan Westend Park Sediment Sampling City of Port Angeles PERSONNEL Expert Consultant $250/hour Principal I $185/hour Principal II $160/hour Senior I $155/hour Senior II $144/hour Senior III $128/hour Associate I $115/hour Associate II $102/hour Project I $97/hour Project II $93/hour Staff I $86/hour Staff II $80/hour Technician $70/hour Senior Analyst $155/hour Staff Analyst $102/hour Project Assistant/Support $80/hour GIS Technician $95/hour CADD /Graphics Technician $80/hour Clerical $62/hour EXPENSES Subcontractors (Labor and Services) Cost 15% Direct Expenses Cost 15% Lodging/Meals Per Diem Cost 15% OR $125 /day Report Production Expenses Cost 15% Vehicle Mileage IRS rate per mile 15% Unless otherwise agreed, Farallon Consulting, L.L.C. reserves the right to make reasonable adjustments to compensation rates. Confidential 1 of 2 FIELD INSTRUMENTS AND EQUIPMENT DAILY RATE WEEKLY RATE Air Gauge /Sensor Kit $45 /day $180 /week Air Sparge Pilot Test Kit $300 /day $1,200 /week Bladder Pump $100 /day $400 /week Current Flow Meter $75 /day $300 /week Differential GPS $50 /day $200 /week Drill Tap Set $20 /day $80 /week Field Data Logger $40 /day $160 /week Field Tool Kit, H.D. $40 /day $160 /week Field Truck $60 /day $0.75 /mile $240 /wk $0.75 /mile Flourometer /DO Meter $40 /day $160 /week Gastec System $15 /day $60 /week Generator $50 /day $200 /week Hand Auger and Extensions $40 /day $160 /week Level C PPE $40 /day $160 /week Level D PPE $30 /day $120 /week Magnetic Locator $20 /day $80 /week Mini Air Pump $20 /day $80 /week Multigas Meter $50 /day $200 /week Oil -Water Interface Probe $25 /day $100 /week Peristaltic Pump $40 /day $160 /week pH Meter $15 /day $60 /week Photoionization Detector $75 /day $300 /week Pipe System Pressure Test Kit $35 /day $140 /week Sampling/Decon Kit $50 /day $200 /week Submersible Pump $35 /day $140 /week Surveying Equipment $50 /day $200 /week SVE Pilot Test Kit $350 /day $1,400 /week Swing Sampler $10 /day $40 /week Traffic Control $20 /day $80 /week Turbidity Meter $25 /day $100 /week Water Level Meter $15 /day $60 /week Water Quality Test Kit $10 /day $40 /week YSI Multiparameter Meter $75 /day $300 /week CONSUMABLE FIELD SUPPLIES UNIT 55- gallon Drum $90 /each Bladders $20 /each Disposable Bailers $10 /each Gastec Detection Tubes $15 /each Padlocks $15 /each Tyvek Suits $10 /each Water Sample Field Filter $20 /each Well Caps (2 -inch PVC) $12 /each Well Caps (4 -inch PVC) $16 /each FARALLON VOC MONITORING SYSTEM Farallon VOC Monitoring Probe $500 /each Confidential 2 of 2 EXHIBIT D SCHEDULE Farallon Consulting, L.L.C. Waterfront Transportation Improvement Plan Westend Park Sediment Sampling City of Port Angeles Task 1: Project Administration and Communications As required. A project kick -off teleconference will be held with City of Port Angeles personnel after issuance of the draft Sediment Sampling and Analysis Plan. Task 2: Preparation of Work Plan The draft Sediment Sampling and Analysis Plan will be submitted to the City of Port Angeles and Washington State Department of Ecology on May 25, 2012. Comments on the draft Sediment Sampling and Analysis Plan will be due to Farallon by May 30, 2012. A final Sediment Sampling and Analysis Plan that addresses the comments will be issued on June 1, 2012. Task 3: Field Work Work to complete Task 2 will proceed expeditiously to potentially perform the field work in 1 day during the series of low tides on June 4 through 6, 2012. If sampling cannot be performed during the low tide cycle due to circumstances outside the control of Farallon (e.g. inclement weather, delayed approval of the Sediment Sampling and Analysis Plan, or access issues), the sampling will be performed from a vessel using a Van Veen Grab Sampler prior to June 15, 2012. Task 4: Preparation of Report The draft Sediment Sampling Report will be submitted to the City of Port Angeles for review and comment approximately 2 weeks after receipt of the final analytical results. Farallon will address comments on the draft report and within 5 days of receipt will issue the final Sediment Sampling Report to the City of Port Angeles. 1 of 1 G \Projects \1005 City of Port Angeles \1005004 PA Waterfront Development \Contracts_Proposals \Sediment Sampling\EXHBIT D Schedule docx