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HomeMy WebLinkAbout000559 Original ContractCity of Port Angeles IRecord #000559 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF PORT ANGELES AND EES CONSULTING, INC. RELATING TO: Assistance with Proposal Preparation for the Bonneville Power Administration THIS AGREEMENT is made and entered into this 18th day of March 2013, by and between THE CITY OF PORT ANGELES, a non charter code city of the State of Washington, (hereinafter called the "CITY and EES Consulting, Inc., a Washington Corporation authorized to do business in the state of Washington (hereinafter called the "CONSULTANT WHEREAS, the CITY desires professional services related to the preparation of funding opportunity proposals with the Bonneville Power Administration for its electric utility; 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 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 WORK The scope of professional services 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 profession and in compliance with applicable federal, state and local laws. The Scope of Work may be amended upon written approval of both parties. PW 0410_01 Professional Services Agreement Page 1 of 7 Revised [03/17/13] 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, 2014. The work shall be completed in accordance with the schedule set forth in the attached Exhibit C. 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 standard billing rates as set forth in Exhibit B multiplied by the actual hours worked, cost for actual labor, overhead and profit plus CONSULTANT'S direct non -salary reimbursable costs as set forth in the attached Exhibit B. B. The CONSULTANT shall submit invoices to the CITY per schedule in Exhibit B. 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. PW 0410_01 Professional Services Agreement Page 2 of 7 Revised [03/17/13] 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 $24,880.00. 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 $24,880. 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 of the services to be provided. 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 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. PW 0410_01 Professional Services Agreement Page 3 of 7 Revised [03/17/13] 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. 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 Tess 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 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. PW 0410_01 Professional Services Agreement Page 4 of 7 Revised [03/17/131 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, 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. Failure on the part of the CONSULTANT to maintain the insurance as required shall constitute a material breach of contract, up which the CITY may, after giving five business days notice to the CONSULTANT to correct the breach, immediately terminate the Agreement, or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sum 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. 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 PW 0410_01 Professional Services Agreement Page 5 of 7 Revised [03/17/13] 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 the CITY and any additional insureds with written notice of any policy cancellation, within two 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. PW 0410_01 Professional Services Agreement Page 6 of 7 Revised [03/17/13] 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 Work Exhibit B Budget Costs for Each Task Exhibit C Schedule for the Work 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 CONSULTANT TITLE: Managing irector i �J/ WILLIAM E. BLOOR, CITY ATTORNEY ATTEST: JAI SSA HURD, CITY CLERK PW 0410_01 Professional Services Agreement Page 7 of 7 Revised [03/17/13] EXHIBIT A: Scope of Work The primary tasks involved in assisting the City are: Task A Prepare Two Phase 1 Proposals to BPA EES Consulting will meet with City staff at the onset to review the solicitation issued by BPA and assist in developing ideas for a project under the topic areas described above. It is anticipated the following two proposals will be submitted under Demand Response Emerging Technologies topic area: O Heat Pump Water Heater this proposal will be a repeat of the 2012 heat pump water heater submission to BPA with a change in technology. e AutoGrid Wireless Demand Response Control this will be a new Phase 1 proposal. EES Consulting will prepare the two separate proposals to BPA in coordination with the City. The Phase 1 proposals are to include the following components: Concept Paper 4 page maximum Summary of the Work Plan 3 page maximum m Cost Share Budget to include 50 percent cost share Statement of Qualifications and References Proposal writing assignments will be divided between City staff and EES Consulting staff. EES Consulting will coordinate all writing tasks and document preparation as well as provide an overall review of the document. The City will provide EES Consulting with technical details as to the scope of the equipment available to the City for use in the program and any details of the City system. In addition, EES Consulting will send the complete document to City staff for a final review and incorporate any comments into the final document prior to submittal to BPA. It is anticipated EES Consulting will participate in up to four conference call meetings with BPA and the City over the course of proposal preparation. Additional meetings and travel expenses will be billed on a time and material basis according to the billing rates outlined below. Task B: Prepare Phase 2 Proposal to BPA If BPA selects the City to submit a more detailed proposal under Phase 2, EES Consulting will assist the City in preparation of both Phase 2 proposals. As stated in Task A, the Heat Pump Water Heater proposal will be based on the 2012 submission. The AutoGrid Wireless Demand Response Control proposal will be a new submission. The Phase 2 proposal is a full application. Proposal writing assignments will be divided between City staff and EES Consulting staff, with EES Consulting taking the lead in completing the Volume 1: Technical Proposal and the City 1 taking the lead on Volume 2: Cost Share and Budget. EES Consulting will coordinate all writing tasks and document preparation as well as provide an overall review of the document. The City will provide EES Consulting with technical details as to the scope of the equipment available to the City for use in the program and any details of the City system. EES Consulting will provide a preliminary economic analysis of the program costs and potential benefits over the time period requested by BPA. In addition, EES Consulting will send the complete document to City staff for a final review and incorporate any comments into the final document prior to submittal to BPA. It is anticipated EES Consulting will participate in up to four conference call meetings with BPA and the City over the course of proposal preparation. Additional meetings, travel expenses, and any BPA contract negotiations will be billed on a time and material basis according to the billing rates outlined below. It should be noted that this proposed scope of services can be expanded or contracted at the request of the City. Deliverables EES Consulting shall prepare two Phase 1 Technology Innovation proposals for submission to the Bonneville Power Administration (BPA) by March 29, 2013. EES Consulting will prepare up to two Phase 2 proposals, should either or both of the Phase 1 proposals be selected by the BPA for submission of a more detailed proposal.. Basic Fee Estimates EXHIBIT B: Budget Costs for Each Task EES Consulting charges the following hourly billing rates. The fee estimates for this project have been developed on the basis of the following billing rates: President $185 Managing Director 165 Manager /Consultant 160 Project Manager 150 Senior Analyst 145 Analyst 140 Administrative 120 Any out -of- pocket project- related costs will also be billed to the City at their cost to EES Consulting. This may include travel costs and document production. Based upon the aforementioned project approach and billing rates, the Phase 1 budget is $9,690 and the Phase 2 budget is $15,190. The total project budget shall not exceed $24,880 as noted in Exhibit C. 2 Time Schedule EXHIBIT C: Schedule for the Work A Prepare Two Phase 1 Proposal to BPA Heat Pump Water Heater Proposal AutoGrid Wireless Control Proposal B Prepare Two Phase 2 Proposal to BPA Heat Pump Water Heater Proposal AutoGrid Wireless Control Proposal Total Labor Budget March 29, 2013 May 7, 2013 20 42 3,120 6,570 26 4,070 72 11.120 160 $24,880 The scheduled completion dates are subject to the timing provided by BPA and approvals from the City of Port Angeles. We are prepared to begin this project upon receiving notice to proceed from the City staff. 3