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HomeMy WebLinkAbout000722 Original ContractCity of Port Angeles Record #000722 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE THE CITY OF PORT ANGELES AND ANCHOR QEA, LLC RELATING TO: Port Angeles Landfill Cell Stabilization Project Pre-Construction Management Support THIS AGREEMENT is made and entered into this /day of 2014, by and between THE CITY OF PORT ANGELES, a non-charter code city of the State of Washington, (hereinafter called the "CITY") and Anchor QEA, LLC, located at 720 Olive Way, Suite 1900, Seattle, Washington 98101 authorized to do business in the state of Washington (hereinafter called the "CONSULTANT"). WHEREAS, the CITY desires professional services to perform pre-construction support and analysis; 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. Port Angeles Landfill Cell Stabilization Project Pre-Construction Management Support Professional Services Agreement Page 1 of 14 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. CONSULTANT may keep one copy of project documents for their records. 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 30, 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 hourly rate and shall include 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 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. Port Angeles Landfill Cell Stabilization Project Pre-Construction Management Support Professional Services Agreement Page 2 of 14 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 $25,000. 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 $25,000. VII INDEPENDENT CONTRACTOR STATUS The relationship created by this Agreement is that of owner-independent CONSULTANT. 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 work. 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. Port Angeles Landfill Cell Stabilization Project Pre-Construction Management Support Professional Services Agreement Page 3 of 14 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 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 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 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 Port Angeles Landfill Cell Stabilization Project Pre-Construction Management Support Professional Services Agreement Page 4 of 14 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 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: Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. Port Angeles Landfill Cell Stabilization Project Pre-Construction Management Support Professional Services Agreement Page 5 of 14 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 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. Port Angeles Landfill Cell Stabilization Project Pre-Construction Management Support Professional Services Agreement Page 6 of 14 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 - Schedule of Tasks Exhibit C - Budget of Initial Tasks Exhibit D - Consultant Labor Costs and Non-salary Reimbursable Cost Port Angeles Landfill Cell Stabilization Project Pre-Construction Management Support Professional Services Agreement Page 7 of 14 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. CITY OF PORT ANGELES Dan Mc Keen, City Manager CONSULTANT TITLE: Av,citv( 6264 APPROVED AS TO FORM: ATTEST: A.PLI.,64.14:41/6)641 a Hurd, City Clerk Port Angeles Landfill Cell Stabilization Project Pre-Construction Management Support Professional Services Agreement Page 8 of 14 Exhibit A - Scope of Work Background and Objective: The Landfill Cell Stabilization, Project No. SW02-12 (Project) is located approximately 3 miles west of downtown Port Angeles, and is being undertaken to prevent an uncontrolled release of municipal solid waste into the Strait of Juan de Fuca. This Project will include removal of a portion of the solid waste material currently contained in the 304 landfill cell; screening of removed solid waste material for identifiable dangerous wastes; placement of waste into the 351 landfill cell; placement of a new cover on the 304 and 351 cells; modifications to the existing seawall; and other related work. The Designer of Record on this project is Herrera Environmental Consultants (Designer). The CONSULTANT shall provide Construction Management (CM) services to the CITY for the above mentioned Project. This initial phase of work shall include consultation, initial contract administration, constructability review, and other services in preparation for the construction of the Project, as detailed below. The Scope of Work shall include professional services to support the Project and shall encompass the following professional services: PRE-CONSTRUCTION ENGINEERING SERVICES A. Consultant Contract and Team Management: Provide overall day-to-day management of the CONSULTANT and team, including: 1. Decide on best modes and frequency of communication with CITY and Designer, and use them. Liaison and coordinate with CITY on a regular basis to discuss Project issues and status. 2. Manage CONSULTANT Team, comprised of CONSULTANT's staff and subconsultants. Organize and layout work for CONSULTANT Team. 3. Review monthly expenditures and CONSULTANT Team scope activities. Prepare and submit to CITY monthly, an invoice and progress report describing CONSULTANT Team services provided that month. Prepare and submit reporting required by funding source(s), if any. 4. Communication on CONSULTANT contractual issues shall be with the CITY. Communication on day-to-day construction activities and issues will be directly between the CONSULTANT and the CITY. The CITY will be an active member of the Project team and consulted on design issues, and will be provided with information affecting Project progress. Deliverables e Monthly invoices and progress reports B. Design-phase Constructability Review 1. Site Visit. No site visit is anticipated in this phase of the scope, as a site orientation was conducted during the selection process. 2. Advise Designer as requested, on challenging constructability issues. 3. Constructability Reviews. Participate in Constructability reviews at the following milestones: Port Angeles Landfill Cell Stabilization Project Pre-Construction Management Support Professional Services Agreement Page 9 of 14 a. 100% Pre-Construction Review. i. Review of 100% Plans, Project Manual/Contract Provisions and Preliminary Engineer's Estimate, prior to Advertisement. This review shall include the following: (a) Potential cost saving opportunities (in consultation with CITY/Designer). (b) Constructability and general clarity of bid documents shall include, but not be limited to: 1 Identify any risks, errors, omissions, or ambiguities within the bid documents pertaining to: a. claims b. change orders c. milestones 2. Consistency among standard specifications, amendments, and special provisions/bid items. 3. Completeness and adequacy of bidding and contracting documents/forms. 4. Pay items for construction elements. 5. Special Provisions for non-standard items. ii. One review cycle. Meet with CITY and/or Designer staff to present and discuss comments. iii. Prepare and submit Constructability Review Comments spreadsheet along with red-line markup of the documents. Deliverables • 100% stage Constructability Review Comments spreadsheet, and red-line markups C. Preconstruction Services: Up to the limits of the available budget, the CONSULTANT will also work on the following tasks to prepare for the start of the Construction Phase of work. A detailed scope of work for the Construction Phase will be prepared and will supplement this Scope of Work. 1. Begin the preparation of a Construction Management Plan (CM Plan) for the Project. The CM Plan will be developed based on the CONSULTANT's boilerplate document, and modified to adapt to and include CITY's practices and funding agency requirements, including forms to be used on the Project. Submit to the CITY for review and comment, and finalize based on those comments. The CM Plan will cover at a minimum the following: a. Communication and coordination between the CM Team, Designer, CITY and other stakeholders. b. Project procedures and forms. c. Document control system. 2. During Bidding period: a. Lead Pre-Bid meeting(s). b. Assist in analyzing bidder questions, as needed. c. Assist Designer in researching and preparing Addenda, as needed. 3. Assist CITY in checking and analyzing bids and bidders. 4. Additional scope of work will be developed for the Construction Phase of the Project. Deliverables Port Angeles Landfill Cell Stabilization Project Pre-Construction Management Support Professional Services Agreement Page 10 of 14 • Construction Management Plan, draft and final • Pre-Bid meeting notes (if performed) D. Assumptions 1. Budget: a. All review work is anticipated to be performed at the offices of the CONSULTANT, and no field office is needed for this specific scope of work. Travel time and related expenses will be charged to the project for any requested meetings. b. The budget allocations shown on Exhibit C are itemized to aid in Project tracking purposes only. The budget may be transferred between tasks or people, or between labor and expenses, provided the total contracted amount is not exceeded without prior authorization. c. The budget assumes that CONSULTANT's standard forms, logs, and processes will be used on the Project. Any customization to meet specialized CITY requirements will be Extra Work. 2. Items and Services CITY will provide: a. Meeting arrangements and facilities for meetings. 3. Scope: a. Constructability Review of design documents will be for constructability, for general conformance with the design concept, and for contradictions and inconsistencies between the various parts of the design documents. This review will not include review of the accuracy or completeness of details, such as quantities, dimensions, weights, gauges, or fabrication processes; and will not include quantity takeoffs. b. CONSULTANT is not responsible for any costs, claims or judgments arising from or in any way connected with errors, omissions, conflicts or ambiguities in the Contract Documents prepared by others. The CONSULTANT does not have responsibility for the professional quality or technical adequacy or accuracy of the design plans or specifications, nor for their timely completion by others. c. If CONSULTANT provides Value Analysis or Value Engineering services, it is understood that any ideas, advice, or recommendations generated by the CONSULTANT are made based only on the information presented to them, and needs engineering analysis by the Designer to verify; CONSULTANT is not responsible for the final design product. d. CITY agrees to include a statement in the construction Bid Documents for this Project, requiring construction contractor to name Anchor QEA, LLC as an additional insured via endorsement to the contractor's commercial general liability and automobile insurance policies. e. Services provided by the CONSULTANT under this Agreement will be performed in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances, in the same geographical area and time period. END OF EXHIBIT Port Angeles Landfill Cell Stabilization Project Pre-Construction Management Support Professional Services Agreement Page 11 of 14 EXHIBIT B — SCHEDULE OF TASKS Task A - Consultant Contract & Team Management shall be continuous throughout contract. Task B - Constructability Review shall be completed by April 3, 2014 Task C - Preconstruction Services shall be completed by April 25, 2014 END OF EXHIBIT Port Angeles Landfill Cell Stabilization Project Pre-Construction Management Support Professional Services Agreement Page 12 of 14 EXHIBIT C BUDGET OF INITIAL TASKS Task Estimated Labor Cost Estimated Direct Cost Estimated Sub-consultant Cost Total Budget Task 1: Consultant Contract Management $980.00 $20.00 $0.00 $1,000.00 Task 2: Constructability Review $14,280.00 $220.00 $5,500.00 $20,000.00 Task 3: Pre-Construction Services $3,968.00 $32.00 $0.00 $4,000 Total Cost All tasks above (Task 1 through Task 3) shall be paid on an hourly (time and materials) basis. END OF EXHIBIT $25,000 Port Angeles Landfill Cell Stabilization Project Pre-Construction Management Support Professional Services Agreement Page 13 of 14 Exhibit D — Consultant Labor Costs and Non-salary Reimbursable Cost Principal $ 225.00 Senior Manager $ 199.00 Manager $185.00 Senior Staff $165.00 Staff 3 $145.00 Staff 1 $110.00 Project Coordinator (Pas) $98.00 Project Coordinator (Admin.) $92.00 Mileage $0.56 per mile Copies $0.1 cost per unit END OF EXHIBIT Port Angeles Landfill Cell Stabilization Project Pre-Construction Management Support Professional Services Agreement Page 14 of 14