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HomeMy WebLinkAbout5.970 Original Contract 5. q1D AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF PORT ANGELES AND EES CONSULTING, INC. RELATING TO: Smart Grid Investment Grant Application THIS AGREEMENT is made and entered into this ~~ day of 2009, by and between THE CITY OF PORT ANGELES, a non-charter c e cit f 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 a comprehensive conservation potential study 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: 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 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 SeNices Agreement Revised [05/12/06] Page 1 of 7 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 January 31,2010. 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 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. PW 0410_01 Professional Services Agreement Revised [05/12/06] Page 2 of 7 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 $18,000.00. 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 $18,000.00. 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. PW 0410_01 Professional Services Agreement Revised [05/12/06] Page 3 of 7 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 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 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 Revised [05/12/06] Page 4 of 7 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. 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, PW 0410_01 Professional Services Agreement Revised [05/12/06] Page 5 of 7 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'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 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. PW 0410_01 Professional Services Agreement Revised [05/12/06] Page 6 of 7 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: ~/t:-q~. WILLIAM E. BLOOR, CITY ATTORNEY CONSULTANT ~52~ ATTEST: TITLE: President h~~J~~ BECKY J. PT N, CfT CLERK PW 0410_01 Professional Services Agreement Revised [05/12/06] Page 7 of 7 City of Port Angeles Smart Grid Investment Grant Application EXHIBIT A - SCOPE OF WORK Background The U.S. Department of Energy (DOE) Office of Electricity Delivery and Energy Reliability offers a competitive Funding Opportunity Announcement for Smart Grid Investment Grant (SGIG) Program applications. The SGIG was originally authorized by Section 1306 of the Energy Independence and Security Act of 2007 and later modified by the American Recovery and Reinvestment Act of 2009. The City of Port Angeles (City) wishes to submit an application to the program, and requires consulting services to assist in preparing the City's proposal to the DOE. Scope of Work The CONSULTANT'S primary task is to assist the City in preparing a complete grant application to the DOE Office of Electricity Delivery and Energy Reliability SGIG Program. Specific tasks include: . Meetings and Project Coordination, with one in-person meeting and conference calls as needed. . Document Preparation, which shall include developing a proposal outline and required writing assignments, research, the development of the technical file (Volume 1) and the budget file (Volume 2), as well as final document assembly and review. o Volume 1 shall be well-written, using error-free language (Le., grammar, punctuation, etc.). The volume shall provide a persuasive proposal highlighting local needs and interests, in a clear and concise fashion that accurately and interestingly represents the City's interests in the SGIG Program. . Administrative, which shall assist the City's in registering with the DOE, preparation of the required federal forms, and uploading'submittal files to the DOE website. The CONSULTANTS approach to accomplishing each of these tasks is provided below. Proposed Approach Task 1: Meetings and Project Coordination CONSULTANT shall meet with City staff at the onset to review and revise the draft document outline and develop writing assignments. In addition CONSULTANT and City staff shall hold conference calls, as needed, over the short time frame of this project. CONSULTANT shall coordinate the document preparation and final document assembly. ,- 1 - N:IPWKSILlGH7iPOWMlAMR-AM^DOE ARRA Smart GridlEESISGIG Exhibits - EES Consulting. doc Task 2: Document Preparation CONSULTANT shall complete this in the following sub-tasks: Proposal Outline I Writinq Assiqnments Prior to the initial in-person kickoff meeting CONSULTANT shall develop a first draft proposal outline, including a paragraph of discussion for each section under the outline. This document will serve as the main discussion agenda at the kickoff meeting. Writing assignments will be divided between City staff and CONSULTANT staff . Research Research may be required to develop proposal content in topic areas such as cyber security, interoperability, dynamic pricing and smart grid implementation. It is expected that both CONSULTANT and the City will conduct research. Technical File (Volume 1) The technical file includes the six-section project plan: 1. Abstract 2. Project Tasks and Schedule 3. Management Plan 4. Technical Approach to Enabling Smart Grid Functions 5. Technical Approach to Interoperability and Cyber Security 6. Project Costs and Benefits CONSULTANT shall work with the City to prepare the Technical File content; coordinate all writing tasks and document preparation; and provide an overall review for language consistency. Budqet File (Volume 2) CONSULTANT shall assist the City in preparation of the project budget as needed. The City will take the lead in all budget form completion and documentation. Final Review and Assembly CONSULTANT shall assemble all documents and provide a comprehensive overall review. In addition, CONSULTANT shall send the complete document to City staff for a final review and incorporate any comments into the final document prior to submittal to DOE. Task 3: Administration This task includes registration with the DOE website, preparation of forms and uploading final proposal files to the website for final submittal. CONSULTANT will assist in preparing and reviewing the required forms. The City will be responsible for registering with the DOE web site and uploading the files and forms for final submittal. Exhibit B - Budget Costs for E~ch Task CONSULTANT charges for its services on a time and material basis. Billing rates are as follows: President................................................................................ $185 Managing Director.................................................................... 160 Senior Project Manager............................................................ 150 Project Manager....................................................................... 145 Senior Analyst/Senior Engineer................................................ 140 Analyst/Engineer ...... ........ ................ ......... ............ ........ ........... 135 Ad ministrative Assistant........................................................... 120 Any out-of-pocket project-related costs will also be billed to the City at their cost to CONSULTANT. Based upon the aforementioned project approach and billing rates, the estimated budget for Project completion is as follows: Task 1 2 3 Description Meetings and Project Coordination Document Preparation Administration Total Labor Budget Budget for DOE SGIG Proposal Preparation Person/Hours 20 90 --1Q 120 labor Budget $ 3,000 13,500 1,500 $18,000 Payment shall be made upon proposal submittal, which is subject to the CONSULTANT meeting the August 4, 2009 deadline referenced below. Exhibit C - Schedule for the Work CONSULTANT shall be prepared to begin this project upon receiving notice to proceed from the City staff no later than July 22,2009. Final Detailed Proposal Outline and Task Assignments City Components to CONSULTANT Draft Proposal Completed for City Review Final Proposal and Forms Completed and Provided to City Proposal Submitted to DOE July 24, 2009 July 28, 2009 July 29, 2009 August 4, 2009 August 6, 2009