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HomeMy WebLinkAbout5.1094 Original ContractAGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE THE CITY OF PORT ANGELES AND HARRIS ASSOCIATES CSO PHASE I PROJECT 06 -01 RELATING TO: CONSTRUCTABILITY AND BIDABILITY REVIEW A THIS AGREEMENT is made and entered into this ,�YJ day of hl/a(4iv 2010, by and between THE CITY OF PORT ANGELES, a non charter code city of the State of Washington, (hereinafter called the "CITY and HARRIS ASSOCIATES, INC., a California Corporation, authorized to do business in the state of Washington (hereinafter called the "CONSULTANT WHEREAS, the CITY desires engineering, consulting, and other assistance related to a constructability and bidability review of the Combined Sewer Overflow (CSO) Phase 1 project; 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 to be performed and the results to be achieved by the CONSULTANT shall be as detailed in the attached Exhibit A and shall include all services and material necessary to accomplish the work. The CITY may review the CONSULTANT'S work product, and if it is not satisfactory, the CONSULTANT shall make such changes as may be required by the CITY. Such changes shall not constitute "Extra Work" as related in Section XII of this Agreement. The CONSULTANT agrees that all services performed under this Agreement shall be in accordance with the standards of the engineering profession and in compliance with applicable federal, state and local laws. The CITY and CONSULTANT agree that nothing in this Agreement shall be construed to mean Page 1 of 7 that the CONSULTANT assumes any of the contractual or legal responsibilities of the design engineer or other engineers of record for this project. The Scope of Work may be amended upon written approval of both parties. 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 or reuse 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. CITY and Consultant agree that CONSULTANT shall retain copies of all documents prepared under this Agreement. 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 March 31, 2011. The work shall be completed in accordance with the schedule set forth in the attached Exhibit A. 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 cost for actual labor, overhead and profit plus CONSULTANT'S direct non -salary reimbursable costs as set forth in the attached Exhibit C. 1. Labor costs shall be based on the hourly rates shown in Exhibit C. The hourly rate shall include overhead, CADD, computer, and profit. General clerical time shall be considered an overhead item, except where specific work items are involved that require one hour or more continued effort, in which case time will be charged on the basis of hours worked. 2. The direct non -salary reimbursable costs are those directly incurred in fulfilling the terms of this Agreement, including, but not limited to, travel, subsistence, telephone, reproduction and printing, supplies and fees of outside services and consultants. No overhead and profit may be added to direct non -salary reimbursable costs. 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 Page 2of7 of Work to which the costs are related; and shall indicate the cumulative total for each task. C The CITY shall review the invoices and make payment for the percentage of the project that has been completed less the amounts previously paid. D. The CONSULTANT invoices are due and payable within 30 days of receipt. In the event of a disputed billing, only the disputed portion will be withheld from payment. E. Final payment for the balance due to the CONSULTANT will be made after the completion of the work and acceptance by the CITY. F. Payment for "Extra Work" performed under Section XII of this Agreement shall be as agreed to by the parties in writing. VI MAXIMUM COMPENSATION Unless otherwise agreed to in writing by both parties, the CONSULTANT'S total compensation and reimbursement under this Agreement, including labor, direct non -salary reimbursable costs, and outside services, shall not exceed the maximum sum of $66,551.10. 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 $66,551.10. 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 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 Page 3 of 7 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 CITY hereby recognizes and approves the CONSULTANT's employment of Anchor Environmental, Inc. to perform part of the work covered by this Agreement. With the exception of work already assigned to Anchor Environmental, Inc. as approved by the CITY, the CONSULTANT shall not further sublet or assign any 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 or CONSULTANT may terminate this Agreement at any time upon not less than ten (10) days written notice to the other. Written notice will be by certified mail sent to each party's designated representative at the address provided by the CITY and 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. Page 4 of 7 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 indemnify and hold the CITY, its officers, officials, and employees harmless from any and all claims, injuries, damages, losses or suits including attorney fees, to the extent 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 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, except for injuries and damages caused by the negligence of the Consultant. 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. 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 Page 5 of 7 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. 2. The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled except after thirty (30) days prior written notice, by mail, 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, Page 6 of 7 except with respect to the limits of the insurer's liability, and except for Professional Liability insurance. 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 Exhibit C Consultant Labor Costs and Non -salary Reimbursable Costs IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. CITY OF PORT ANGELES CITY MANAG WILLIAM E. BLOOR, CITY ATTORNEY CONSULTANT Robert Earl, P.E. Vice President, NW Regional Manager APPROVED AS TO FORM: ATTEST: SSA HURD, CITY CLERK Page 7 of 7 EXHIBIT A to Professional Services Agreement for CONSTRUCTABILITY AND BIDABILITY REVIEW Related to the CITY OF PORT ANGELES CSO PHASE I PROJECT, 06 -01 SCOPE OF SERVICES Purpose: Perform an independent examination of the city's construction contract documents, for the purpose of identifying, recording and resolving sources of potential delay, additional cost and reduced quality of construction, prior to beginning the public works bidding process. The constructability review will examine the contract documents for clarity, completeness, and consistency. Tasks: Task 1 Constructability Review Activities Task 1.1 Initial workshop A full -day workshop will be held in Port Angeles, to include an orientation to the project by the design engineer, Brown and Caldwell (BC), and by City staff. A walking tour of the project site will follow. Task 1.2 Constructability Review Provide a multi disciplinary team to perform a detailed examination of the city's contract documents to identify, verify and record Correct coordination between and within plans and details; Correct coordination between plans and technical specifications; Correct coordination between plans, technical specifications and the general conditions of the contract; Apparent errors in the documents, Apparent omissions from the documents; Apparent ambiguities in the documents; Apparent insufficient detail for bidding and /or construction in both plans and specifications; Variances between the approved scope, schedule, project delivery analysis, and project management plan. Recommendations on the constructability, scheduling and timing of the construction. Task 1.3 Results workshop a half -day meeting at a location to be arranged in the Seattle area. Harris and Associates (Harris) will share the results of their review with BC and City staff. The Harris team will discuss their underlying rationale, respond to questions, and highlight any overarching issues. City of Port Angeles Constructability /Bidability Review CSO Phase I Project Page 1 of 2 Deliverables: 1 Constructability /Bidability comments Comments shall be in spreadsheet format; one electronic copy and three printed copies Comments shall be submitted to the city on the 16 working day after Harris receives formal Notice to Proceed from the City. Assumptions: 1. The City will provide electronic copy of its 90% contract documents for this project, consisting of approximately 1,250 specification /contract pages and 236 plan pages. 2. The City will provide background information pertaining to the project as soon as possible, but no later than the initial workshop. 3. Consultation between City staff and Harris staff will by webconference, email and phone. 4. Harris will complete the initial review not later than fifteen (15) working days after receiving the city's written Notice To Proceed. 5. The city and /or designer will determine which bidability /constructability comments, if any, are addressed prior to accepting bids 6. Harris shall bring identified, apparent discrepancies within the contract documents to the attention of the City but shall not be responsible for final determination of whether information in the documents is correct. 7. Determination of action to respond to Harris' review comments is the prerogative of the designer and the City. 8. Harris shall not be responsible for errors or omissions that are not noted in its review of the plans and specifications. Task 2 Verification Activities 2.1 Harris' project manager will perform a back -check "Follow- Through" check) of the 100% contract documents after incorporation of revisions approved by the City and the designer. 2.2 If necessary, the City will arrange a follow -up meeting. Deliverables: 1. Verification comments: Comments shall be the list of revisions in spreadsheet format and verification of inclusion in the contract documents. Comments shall be provided directly to the City Assumptions: 1. The City will provide an electronic copy of the draft 100% contract documents. 2. The estimated time frame is mid January, with two weeks duration for the City and Harris review. 3. Consultation between City staff and Harris staff will by webconference, email and phone. City of Port Angeles Constructability /Bidability Review CSO Phase I Page 2 of 2 EXHIBIT B to Professional Services Agreement for CONSTRUCTABILITY AND BIDABILITY REVIEW Related to the CITY OF PORT ANGELES CSO PHASE I PROJECT, 06 -01 BUDGET TASK DESCRIPTION Task 1 l Constructability Review Task 2 Back -check TOTAL BUDGET $58,993.83 $7,557.27 $66,551.10 City of Port Angeles Constructability /Bidability Review CSO Phase I Project Name EXHIBIT C to the Professional Services Agreement for CONSTRUCTABILITY AND BIDABILITY REVIEW City of Port Angeles CSO Phase 1 Project 06 -01 CONSULTANT LABOR COSTS Overhead Profit Wage Markup Markup Total Hourly Rate 166.33 10% Rate Sam Yaghmaie 1 $69.811 $116.111 $18.591 $204 52 Project Mgr, Geotechnical, Materials, Specification 1 9 1 1 Jim Thompson $65.251 $108.53 $17.381 $191.16 BC Review leader 1 J Specifications, civil, structural, mechanical Phil Gagnier 1 $50.91 $84.68 $13.561 $149.15 Specifications, civil, structural 1 1 1 Dave DuPree $45.39 $75.501 $12 091 $132.98 Elect Instumentation 1 1 1 Peigi Barkley $36.05 $59.961 $9.601 $105.61 Specifications 1 1 1 1 Craig Pyle( $58.79 $97.791 $15 661 $172.23 Civil Sitework 1 1 1 Ed Berschinski 1 $0 001 $0.001 $197.00 Environmental 1 1 1 1 Bill Pittwood $36.00 $59.881 $9.591 $105.47 Pipeline, structural, mechanical I 9 1 1 Becky Pitts $42 00( $69.86( $11.191 $123.04 cost estimates 1 Vern Phillips I $220 00 Sliplining 1 1 1 I Diana Gudaus $24.92( $41.451 $6.641 $73.01 Admin Assistant 1 I 1 1 Misc., Lump Sum 1 $0.00 $3,000.00 Reproduction and travel costs i 1 I