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HomeMy WebLinkAbout000251 Original ContractCity of Port Angeles Public Works Utilities Department. Engmeenng Services Division 321 E. Fifth Street Port Angeles WA 98362 Tel: 360 417 -4700 Fax: 360 -417 -4709 On -Call Agreement: OCA 2011 -02 ON -CALL WASTEWATER UTILITY ENGINEERING SERVICES HIS ON-CALL AGREEMENT (Agreement) is made and entered into this th day of e-e 2011, by and between the CITY OF PORT ANGELES (CITY), a non charter code city of the State of Washington, (hereinafter called the "CITY and Brown and Caldwell, Inc., a California corporation authorized to do business in the state of Washington (hereinafter called the "CONSULTANT CITY and CONSULTANT may hereinafter be referred to as "Parties." WHEREAS, the CITY desires engineering, consulting, and planning assistance related to Wastewater Utility infrastructure and systems; 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 City of Port Angeles Record #000251 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: THE PARTIES HEREBY AGREE AS FOLLOWS: I SCOPE OF SERVICES General Scooe. This agreement will provide professional engineering services for the City of Port Angeles Wastewater Utility. The CONSULTANT intends to provide engineering technical support, studies, design, and post -award construction services for the City of Port Angeles Wastewater Utility and its Capital Program. This Agreement shall be effective on the last date set forth in the signature page. This Agreement will remain in force and effect for inclusion of additional "Tasks" for two years from the effective date of this Agreement. The scope of professional services to be performed for Task 1 and Task 2 and the results to be achieved by the CONSULTANT shall be as detailed in the attached Exhibit Al, and shall include all services and material necessary to accomplish the work. Additional work may be included as provided elsewhere in this agreement. The CITY may review the CONSULTANTS work product, and if it is deemed not satisfactory, the OCA 2011 02 1 Rev 12/02/2011 CONSULTANT shall make such changes as may be required by the CITY. Such changes shall not constitute "Extra Work" as defined in Section XI 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 in effect when the services are rendered. The Scope of Work may be amended upon written approval of both parties. This Agreement does not grant an exclusive right to the engineering work covered in the Scope of Services to the CONSULTANT. The CITY reserves the right to contract with other parties or by other means if deemed to be in its interest. II OWNERSHIP OF DOCUMENTS Upon completion of the work, all documents, exhibits, photographic negatives, digital photos, drawings, survey data, field notations, electronic data and modeling, 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, and without liability on the part of CONSULTANT. III DESIGNATION OF REPRESENTATIVES Each party shall designate its representatives in writing. The CONSULTANTS representative shall be subject to the approval of the CITY. IV TIME OF PERFORMANCE The CONSULTANT may begin work upon written direction to proceed from the CITY for each Task. The work for shall be completed within a performance period as specified in each Task. The performance period for the Agreement is set forth in Exhibit B. The time of performance for Task 1 and Task 2 are set forth in Exhibit B1. V MAXIMUM COMPENSATION Unless otherwise agreed to in writing by both parties, the CONSULTANTS total compensation and reimbursement under this Agreement, including labor, direct non -salary reimbursable costs and outside services, shall not exceed the maximum sum of $142,109. This amount comprises Task 1 through Task 2 of this Agreement. The budgets for Task 1 and Task 2 are set forth in the attached Exhibit C1. The CONSULTANT'S total compensation for each additional project, work, study, or undertaking authorized during the term of this Agreement, shall be specifically set forth in Tasks and adopted by amendment to this Agreement. Compensation and payment procedures are set forth in Exhibit C. VI INDEPENDENT CONTRACTOR STATUS The relation created by this Contract 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 details 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. OCA 2011 -02 2 Rev 12/02/2011 VII 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. VIII 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. IX 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 sub consultant or supplier shall be notified by the CONSULTANT of CONSULTANT's obligations under this Agreement, including the nondiscrimination requirements. X 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. XI EXTRA WORK The CITY may desire to have the CONSULTANT perform work or render services in connection with this Agreement, in addition to the Scope of Work set forth in Exhibit A and Al 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. OCA 2011 02 3 Rev 12/02/2011 XII 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 CONSULTANTs 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 work completed. C. CITY may suspend Tasks at its sole discretion. If the Task is suspended by CITY for more than 30 consecutive days, CONSULTANT shall be compensated for services performed prior to the notice of suspension. When the Task is resumed, provided the suspension was not caused by CONSULTANTs negligence or wrongful act, CONSULTANTs compensation shall be equitably adjusted to provide for expenses incurred in the interruption and resumption of CONSULTANTs services. Upon such resumption, CONSULTANT shall promptly continue with its responsibilities under this Agreement and, if the parties are unable to agree on an equitable adjustment as provided in this section. In the event of termination or suspension as provided for above, CONSULTANT will provide CITY all Construction Drawings, sketches, renderings, models, other reproducible drawings, surveys, field notations, reports, photographs, calculations, prepared by CONSULTANT under this Agreement, copies of all correspondence and papers received or issued by CONSULTANT and all equipment and publications authorized by CITY for purchase shall be delivered to CITY upon request and CITY shall have the same rights to their use as if the termination or suspension had not occurred. 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. CITY's alteration of CONSULTANTs work product or use of incomplete work product or its use by CITY for any other purpose shall be at CITY's sole risk, and without liability to CONSULTANT. XIII FORCE MANURE A. Definition. For the purposes of this Contract, "Force Majeure" means an event which is beyond the reasonable control of a Party including, but not limited to (1) strikes, lockouts, work slowdowns or stoppages, or accidents, (2) acts of God, 3) and delay caused by an act or omission of the other Party, and which makes a Party's performance of its obligations under the Contract impossible or so impractical as to be considered impossible under the circumstances B. No Breach of Contract. The failure of a Party to fulfill any of its obligations under the contract shall not be considered to be a breach of, or default under, this Contract insofar as such inability arises from an event of Force Majeure, provided that the Party affected by such an event has taken all reasonable precautions, due care and reasonable alternative measures in order to carry out the terms and conditions of this Contract, and has informed the other Party as soon as possible about the occurrence of such an event. C. Extension of Time. Any period within which a Party shall, pursuant to this Contract, complete any action or task, shall be extended for a period equal to the time during which such Party was unable to perform such action as a result of Force Majeure. D. Payments. During the period of their inability to perform the Services as a result of an event of Force Majeure, the Consultant shall be entitled to continue to be paid under the terms of this Contract, notwithstanding that any costs caused by an act or omission of the other Party will be borne by the party incurring the same. OCA 2011 02 4 Rev 12/02/2011 XIV INDEMNIFICATION /HOLD HARMLESS AND INSURANCE Indemnification Hold Harmless CONSULTANT shall defend, indemnify and hold the CITY, its officers, officials, employees and authorized volunteers harmless from any and all claims, injuries, damages, losses or suits including reasonable attorney fees, arising out of or resulting from the negligent or wrongful acts, errors or omissions of the CONSULTANT in performance of this Agreement, except for injuries and damages caused by the negligence of the CITY. 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 and the CITY, its officers, officials, employees, and volunteers, the CONSULTANTs liability hereunder shall be only to the extent of the CONSULTANTs negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the CONSULTANTS 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. 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. Insurance requirements are set forth in Exhibit E. 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. XV CONSULTANT'S KEY PERSONNEL AND SUBCONSULTANTS CONSULTANTS key personnel and sub consultants for this Agreement as described in the selection process and designated in Exhibit F to this Agreement, shall remain assigned for the duration of the Agreement unless otherwise agreed to in writing by the CITY. The CITY shall not unreasonably withhold approval of staff changes. The CITY may require substitution of any personnel or sub consultant provided that the CITY has first notified the CONSULTANT in writing and allowed a reasonable period for adjustments and /or corrections. XVI PERFORMANCE EVALUATION The CITY will conduct written evaluation of CONSULTANT's services on this Agreement. CONSULTANT will be given a copy of the evaluation report and will have an opportunity to provide a written response. The evaluation and the response will be kept in CITY's files to be used as part of the selection process for future engineering services. XVII CORRECTIONS AND APPROVALS A. Corrections. Any defective designs, specifications, drawings, products, or services furnished by CONSULTANT will be promptly corrected by CONSULTANT at no cost to CITY. OCA 2011 02 5 Rev 12/02/2011 B. Approvals. CITY's approval, acceptance, use or payment for all or any part of CONSULTANTS services or of the Task itself shall in no way alter CONSULTANTs obligations or CITY's rights hereunder. XVIII REPRESENTATIONS AND WARRANTIES CONSULTANT hereby represents and warrants to CITY the following: A. that CONSULTANT is financially solvent, able to pay CONSULTANTs debts as they mature and possessed of sufficient working capital to complete the services required and perform CONSULTANTs obligations hereunder; B. that CONSULTANT will only accept a work assignment if CONSULTANT is able to furnish any of the plant, tools, materials, supplies, equipment, and labor required to complete the services required and perform all of CONSULTANTS obligations hereunder and has sufficient experience and competence to do so; C. that CONSULTANT shall comply with all applicable state and local laws, statutes, and ordinances relating to professional registration, licensing and authority to perform all of CONSULTANTs obligations required to be performed under this Agreement; D. that CONSULTANTs execution of this Agreement and CONSULTANTS performance thereof is within CONSULTANTs duly authorized powers; and E. that CONSULTANTs duly authorized representative has visited the Task site, become familiar with the local conditions under which the services required hereunder are to be performed and correlated CONSULTANTs observations with all of the requirements of the Contract Documents. CONSULTANT agrees that the representations and warranties in this Subparagraph XI.] shall survive the execution and delivery of this Agreement. XIX 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. XX 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 Services Exhibit Al Scope of Services for Task 1 and Task 2 Exhibit B Performance Period Exhibit B1 Schedule of Performance for Task 1 and Task 2 Exhibit C Compensation and Payment Procedures Exhibit C1 Budget for Task 1 and Task 2 OCA 2011 02 6 Rev 12/02/2011 Exhibit D1 2011 Hourly Wage Rates Exhibit D2 2012 Hourly Wage,Rates (to be provided in January 2012) Exhibit D3 2013 Hourly Wage Rates (to be provided in January 2013) Exhibit E Insurance Exhibit F CONSULTANT's Key Personnel and Sub consultants This Agreement represents the entire and integrated agreement between CITY and CONSULTANT and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both CITY and CONSULTANT. OCA 2011 02 7 Rev 12/02/2011 IN WITNESS WHEREOF: The Parties hereto have executed this Agreement by having their authorized representatives affix their signatures below. CONSULTANT CITY BROWN AN CALDWELL, INC. BY:. L al BY: r CITY MANAGER TITLE: 41® L 626 SIGNATURE DATE: I 21 /1 OCA 2011 -02 CITY OF PORT ANGELES SIGNATURE DATE: id4rX21 8 Rev 12/02/2011 SECTION 1. GENERAL PROVISIONS EXHIBIT A SCOPE OF SERVICES The CONSULTANT shall provide to the'CITY's Department of Public Works Utilities Department CONSULTANT services for various CITY engineering services and projects. The CONSULTANT'S services shall be provided as requested by the City Manager or his designee on an as needed basis, as set forth in a "Task Tasks may be for any engineering technical support, work, study, design, project, etc. that is within the general scope of this agreement. The CONSULTANT shall provide general assistance on issues pertaining to CITY Wastewater Utility projects and support and shall prepare other engineering CONSULTANT services for the CITY's Wastewater Utility. Additional tasks authorized after the Agreement is signed will be adopted into the agreement by Amendment. A. The CONSULTANT shall perform all services to the satisfaction of the City Engineer. B. All of the services furnished by the CONSULTANT under this AGREEMENT shall be of the currently prevailing professional standards and quality demonstrated and provided by engineering consultant professionals of similar knowledge and skill engaged in related work throughout Washington under the same or similar circumstances. All documentation prepared by CONSULTANT shall provide for a completed Task that conforms to all applicable codes, rules, regulations and guidelines which are in effect at the time such documentation is prepared. C. All work performed under this AGREEMENT shall be authorized in the initial AGREEMENT or by an additional Task that is adopted into the agreement by Amendment. Each Task shall detail the nature of the specific services to be performed by the CONSULTANT, the time limit within which such services must be completed and the compensation for such services. Such details shall include a description of the Task for which CONSULTANT shall perform the services, the geographic limits of the Task, the type and scope of services to be performed, the format and schedule for deliverables, the schedule of performance, and the schedule of compensation. CONSULTANT shall not perform any services unless part of the original agreement or authorized by a fully executed Amendment for the Task. Any unauthorized services performed by CONSULTANT shall be at no cost to the CITY. D. CONSULTANT shall begin work under the Task only after receipt of the Amendment bearing the approval signature of the City Manager or the City Manager's designee and the signature of the City Attorney approving the Amendment as to form. Each additional Task issued under this AGREEMENT by the CITY shall be incorporated into the terms and conditions of this AGREEMENT by amendment. E. CITY will assign a Project Manager to facilitate each Task authorized under this AGREEMENT. CONSULTANT shall coordinate with the designated Project Manager on the performance of each Task. F. CONSULTANT shall be responsible for the coordination with CITY and federal, state and local agencies that are necessary for all services authorized under this AGREEMENT. SECTION 2. BASIC SERVICES. CONSULTANT shall provide engineering CONSULTANT services for CITY wastewater utility technical support, studies, design, and post -award construction services. CONSULTANT shall provide the general types of services set forth below. This list of services is meant to be illustrative in nature only and is not meant to be a complete or exclusive list. OCA 2011 02 9 Rev 12/02/2011 1. Technical support services for operations and engineering assistance related to the City's wastewater system or other utilities at the specific request and direction of authorized City staff. No such assistance or services shall be provided unless specifically directed by City in writing via email or more formal communication. The purpose of this task is to facilitate timely response by Consultant to needs that are unforeseen at this time. The budget for this task is a contingency allowance that includes labor and expenses. 2. Develop and provide a Wastewater Control Facilities Engineering Report consistent with the Wastewater Utility's NPDES permit for submission to the Washington State Department of Ecology for various proposed construction and modification projects to existing wastewater control facilities. The planned improvement projects for this report include: Septage Receiving Station, Project WW02 -2008 Digester Mixing Improvement, Project WW05 -2008 Plant De- Watering Improvements, Project WW02 -2005 Carbon Scrubbers, Project WW04 -2008 Plant Programmable Logic Controller /HMI Replacement, Project WW02 -2010 Dry Polymer Feeder Replacement, Project WW01 -2008 Waste Activated Sludge thickening, Project WW06 -2008 Turbo Blower Installation, Project WW01 -2010 Pumpstation #3 Flow Impediments and Pump Evaluation 3. Develop and provide a Combined Sewer Overflow Reduction Plan Amendment that is in compliance with requirements in the Wastewater Utility's NPDES permit. The amendment must include a detailed implementation schedule based on the City of Port Angeles Combined Sewer Overflow (CS)) Reduction Plan (June 2006) and cover the period through 2015, and achievement of the one CSO per outfall per year goal, whichever is greater. Requires completion in time for a City submission to the Department of Ecology no later than July 31, 2012. 4. Develop and provide studies, permitting, design plans and project specifications for selected wastewater utility projects and requirements as determined by the City. SECTION 3. SPECIFIC SERVICES. A. Service Initiation Prepare Task Scope and Proposal Upon request of CITY's Project Manager, CONSULTANT shall meet with the Project Manager to discuss the Task. CONSULTANT shall become familiar with the Task description, scope and goals and develop proposed scope of services. CONSULTANT shall prepare a proposed scope of work consistent with the standard electronic format of CITY Professional Service Agreement Amendments as determined by the Project Manager. The proposed scope of services shall, at a minimum, include the following: Task Description, Scope of Services including deliverables, and Schedule of Performance and Schedule of Compensation. For each Task, in addition to the specified services, products and deliverables detailed in the Task, CONSULTANT shall typically perform the following sub tasks, which may be aggregated for administrative efficiency: Sub -Task 1 Initial Meeting Prior to beginning substantive work on a Task, CONSULTANT shall meet with CITY to establish procedures and notifications for any necessary meetings and OCA 2011 02 10 Rev 12/02/2011 communications with CITY staff; collect available data from the CITY and establish additional data needs and availability; confirm the format for all Task products and deliverables; and address any preliminary Task concerns. The meeting will be the primary opportunity to discuss the CITY'S intent, schedule and budget for the Task. The CONSULTANT shall prepare minutes of the meeting and distribute minutes to meeting participants. Sub -Task 2 Task Coordination Meetings CONSULTANT shall attend and /or conduct Task coordination meetings as required to perform authorized services and as required by Project Manager. CONSULTANT shall prepare minutes of each meeting and distribute minutes to participants. Sub -Task 3 Task Schedule CONSULTANT shall prepare and submit a detailed schedule of performance consistent with the schedule contained in the Task to the Project Manager for review and approval. CONSULTANT shall confirm or update the schedule monthly at a minimum. Any changes to the schedule shall only be permitted with the written approval of City Engineer. Sub -Task 4 Task Progress Report CONSULTANT shall submit a monthly report to the Project Manager detailing progress on the Task services. Sub -Task 5 Request for Payment Invoice CONSULTANT shall submit progress payment invoices to the Project Manager monthly, as specified in EXHIBIT C. The updated Task schedule and progress report may be submitted as attachments to the invoice. Sub -Task 6 Task Record CONSULTANT shall develop and maintain a detailed record of the chronology of the Task milestones completed that are decisive, conclusive, or relevant to the outcome of the Task. CONSULTANT shall submit a copy of the Task Record to the Project Manager prior to final payment for services performed on the Task. The Record shall be submitted in both paper and electronic format. Sub -Task 7 Project Documents Aside from deliverables specified in the Task, and before the conclusion of the Task and final payment for services performed on the Task, CONSULTANT shall submit to the Project Manager a copy of all Task documents that are decisive, conclusive, or relevant to the outcome of the Task. Such documents may include, without limitation, topographical surveys and mapping, field notations, utility mapping, site inventories, base plans, reports and studies, permit applications and permits, environmental documentation, records of meetings, and communication documents. Documents shall be submitted in both paper and electronic format, as available. The Project Manager will review and comment on proposed scope of work, and the parties shall agree on the terms of the final Task. CONSULTANT shall not be compensated for work performed in preparing a draft scope of services for a Task. B. Task Authorization The finalized Amendment for the Task will be authorized by the City Manager or his designated representative in accordance with authorization procedures provided in the City of Port Angeles Municipal Code, Section 3.05. C. Service Implementation Upon receipt of an authorized Task and Notice -to- Proceed, CONSULTANT shall begin Task services described therein. OCA 2011 02 END OF EXHIBIT 11 Rev 12/02/2011 This scope of work provides for general assistance to the wastewater utility and specifically includes preparation of an Engineering Report /Facilities Plan related to improvements to the City wastewater treatment plant and conveyance system and On Call services. Task 1. On Call Assistance EXHIBIT Al SCOPE OF SERVICES TASK 1 AND TASK 2 Consultant shall provide technical assistance and other services to City related to City's wastewater system or other utilities at the specific and written request and direction of authorized City staff. The purpose of this task is to facilitate timely response by Consultant to needs that are unforeseen at this time. The budget for this task is a contingency allowance that includes labor and expenses. Work will be done to the extent this budget remains available. Task 2. Wastewater Control Facilities Engineering Report This task consists of preparation of an engineering report consistent with the Wastewater Utility's NPDES permit and that complies with the requirements of WAC 173 240 -060. In addition, to preserve the option of pursuing federal monies, this report will be developed as a Facility Plan as described in WAC 173 240 -060 (5) and 40 CFR 35.917 -1. WAC 173 240 -020 (6) states that a Facility Plan is equivalent to an Engineering Report as it relates to compliance with WAC 173 -240- 060 and minimal Washington State Department of Ecology (Ecology) requirements. In June, 2010 BC conducted a workshop with the City to review and discuss a number of City proposed capital facility projects, most of which related to improvements at the City's wastewater treatment plant. The planned improvement projects to be considered include: Septage Receiving Station, Project WW02 -2008 Digester Mixing Improvement, Project WW05 -2008 Plant De- Watering Improvements, Project WW02 -2005 Carbon Scrubbers, Project WW04 -2008 Plant Programmable Logic Controller /HMI Replacement, Project WW02 -2010 Dry Polymer Feeder Replacement, Project WW01 -2008 Waste Activated Sludge thickening, Project WW06 -2008 Turbo Blower Installation, Project WW01 -2010 Pumpstation #3 Flow Impediments and Pump Evaluation The workshop concluded the improvements were feasible although the full costs were not yet identified, that coordination with the CSO program was required and that final definition of the proposed projects was dependent on final sizing to suit flow and loading projections and policy decisions around sludge disposal. The work for this task will be built upon these previous discussions with the City by incorporating the various City identified projects into the subtasks described below. OCA 2011 02 12 Rev 12/02/2011 The following subtasks are included for preparation of the Engineering Report/Facility Plan: Subtask 2.1 PS #3 Replacement Using initial results obtained from the City flow measuring, evaluate conveyance hydraulics, identify pipe limitations, and identify pumping requirements. Prepare general schematic of improvements required to replace pumping and eliminate upstream backups including a map overlay with tentative siting options. The design would be complete to approximately 30 The results shall be incorporated in the Facility Plan for Ecology review. Subsequent detailed design will be updated to accommodate results of a later modeling task using the stream of City flow data. City Responsibilities: 1. Secure flow measurement data from a representative location for flows reaching PS #3 based on BC location recommendations. 2. Identify City preferences if additional pump station site area is required Subtask 2.2 WWTP Improvements (Solids Processing) Scope of Evaluation: This work will include verification of the plant flows and loading projections and establishing the current sludge processing system as a baseline. The projections will be based on previously developed data as much as possible; extensive re- evaluation of the projected flows and loadings will not be conducted. Based on the current practice of producing a Class A sludge, BC will assist in identifying a future process based on a qualitative screening of options, preliminary footprint arrangement will be developed in order to improve cost estimates and identify construction sequencing requirements. The selected process will then be compared with retention of the existing (baseline) process. An implementation plan will be developed including input from the City on financing and CIP requirements. City staff will prepare the required SEPA documentation and assist with verifying as -built condition of plant drawings provided by BC. Process definition and footprint layouts would be considered to take the design to the 10 -15% level of completion. The results to be incorporated in the Facility Plan for Ecology review. Activities: 1. Establish Current Solids Process Baseline (In plant Offsite, including disposal) a. Verify plant influent flows and loading projections and update projections to 2031 as the current 20 -year planning horizon b. Develop projections of future septage volumes and loadings c. Using projected flows and loadings, establish design criteria for solids processing systems. d. Develop questionnaire to gather information from City including Sizing/capacity; equipment condition and remaining life; 0 &M cost. Questionnaire to be reviewed with City staff via teleconference e. Baseline parameters will be summarized with Tables Figures for later inclusion in report f. Objective is to focus on major equipment that will need to be replaced within the planning horizon and the current Class A process through final disposal /utilization 2. Evaluate offsite Class A Options a. Sustaining the current composting program b. Other OCA 2011 -02 13 Rev 12/02/2011 3. Evaluate onsite Class A biosolids production Options a. Screening of Alternatives including: External heat only pH adjustment plus more lime to generate heat pH plus external heat b. Select Preferred Alternative; review with City, present recommendations and identify decision via City and BC team teleconference workshop c. Prepare generic vendor layout; sizing, cost, construction sequence, and identify required equipment replacements d. Provide comparative evaluation of the onsite offsite (baseline) options e. Develop implementation Plan including identified projects, their cost,funding requirements, and schedule f. 4. Prepare Facility Plan document a. conduct informational review meeting with DOE b. submit draft Facility Plan /Engineering Report for City review c. Submit draft Facility Plan /Engineering Report for Ecology review d. Prepare final Facility Plan /Engineering Report. City Responsibilities: 1. Provide recent as well as projected population data 2. Provide plant data including Discharge Monitoring Reports (DMRs), operational reports, and septage data for the last 3 years. 3. Complete questionnaire on current operations and equipment condition 4. Develop financial scheduling and rate information 5. Formulate CIP suitable for City implementation 6. Prepare draft SEPA checklist for submittal to Ecology Deliverables: 1. Draft Class A preferred option 2. Draft Facility Plan (Engineering Report) 3. Final Facility Plan (Engineering Report) Subtask 2.99 Project Management Objective: Provide overall project team leadership and guidance to align the project tasks with City of Port Angeles (City) objectives and provide project deliverables within budget and time constraints. To coordinate, monitor, and control the project resources to meet the technical, communication, and contractual obligations required for developing and preparing the planning documents. Activities: 1. Management teleconferences as necessary to track issues, progress and budget 2. Submit monthly invoices with progress reports 3. Maintain task schedule and update as necessary 4. Maintain project documents relevant to task performance, conclusions and decisions 5. Provide for coordination and availability of BC resources committed to task performance OCA 2011 02 14 Rev 12/02/2011 City Responsibilities: 1. Maintain record of milestones and decisions completed Deliverables: 1. Meeting agenda and summaries of key meeting issues and action items 2. Monthly status reports that include any scope, schedule or budget issues anticipated or arising 3. Monthly invoices 4. Project documents constituting the basis of the work and decisions OCA 2011 -02 END OF EXHIBIT 15 Rev 12/02/2011 EXHIBIT B PERFORMANCE PERIOD All work under this AGREEMENT shall be completed within performance periods set forth in the Tasks. This Agreement shall be effective on the last date set forth in the signature page. This Agreement will remain in force and effect for inclusion of additional Tasks for two years from the effective date of this Agreement. The terms of this Agreement shall remain in full force and effect throughout the performance period for any for all Tasks authorizing the performance of work under this Agreement that are properly executed prior to the expiration of this two -year period. Hourly rates are established for each performance year of the Agreement in Exhibit D. OCA 2011 02 END OF EXHIBIT 16 Rev 12/02/2011 EXHIBIT B1 SCHEDULE OF PERFORMANCE FOR TASK 1 AND TASK 2 ID I Task gar. cey ear 1 I mar v...1,1 Wpri 17H111 1 I 1 1 -0 W 1 11R112/7f1 21 12/7311' T2 tao sch. Lied as sisliceif erirsei lliiiii271/1T Wed "WU E Task 102. VeYETP Ensie Report sawn. ere;rarceson_enoseeners Nara hp ecosnornes Plan 127151.1e r.V3117=Z (C3. upbano _sraie. CS Aar.. Kam.. reereu i rre. :et Ibrim -one rap= n1rwr liiiroir coses-tele, eel." Prage2.1INVIP Report/F.1:y%, 4 I Otreden 112 Cays Thu 12/1/11 F17/22 fl IWd 412 car I 71. 1211171. Gni/17/12 1S days iirn 21.11215/12 konal r nsivn? 0l 9awl 1 0,211 Dec 11 J, Feb12 I1 2 P 12 L 12 WIMMICM2211211WWW=WWWWMAIWWWWIMMIL21121WWWM11211WWW1121WWWWWW= 117 Surc. cagy 111. kap= Zurraary Exceroweasts 1 Erten:1111m.. °mune 12 ...zrrrrr I eke2'1.2 s 1 4 Exhibit Bt Schedule of Initial Tasks Section 2. Payment Hourly Rate basis. EXHIBIT C COMPENSATION 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. Section 1. Maximum Compensation for On -call Agreement. 1.1 Maximum Amount: Any hours worked for which payment would result in a total exceeding the maximum compensation amount specified in Article V above, shall be at no cost to the CITY. 1.2 Manner of Payment: Each Task will set forth whether the CITY will pay the CONSULTANT for work performed under such Task on a time and materials pnce basis or on a lump sum basis. Section 2 of this Exhibit applies to all Tasks where the CITY will pay the CONSULTANT on an hourly basis for the work performed. 2.1 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 C1. Notwithstanding anything to the contrary, the hourly rates set forth in Exhibit D are valid for the term of this On -call Agreement unless changed by written amendment. 2.2. Labor costs shall be based on the estimates shown in Exhibit C1 and hourly wages and rates shown in Exhibit D. Exhibit D shall be updated each January to reflect the CONSULTANT'S current wage rates for the coming calendar year. Hourly rates shall be based upon an individual's hourly wage, times a multiplier of 3.25. The multiplier 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. 2.3 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. Section 3. Payment Additional Requirements 3.1 The Task shall specify the maximum amount of compensation for the work, including both payment for professional services and reimbursable expenses, based on CONSULTANT'S estimate for the scope of work. CONSULTANT shall complete all work it is required to perform under the Task for no more than the specified maximum amount except as that may be amended by the City in writing. Any hours worked for which payment would result in a total exceeding this maximum amount shall be at no cost to CITY. 3.2 If the Task itemizes budget amounts for any phase or category of work then CONSULTANT shall not exceed such itemized amount without the City Engineer's prior written authorization. The City Engineer may approve, in writing, transfers of budget amounts between any of the phases or categories of work listed in the Task, provided the aggregate total compensation does not exceed the maximum compensation. 3.3. Payment for "Extra Work" performed under Section XI of this Agreement shall be as agreed to by OCA 2011 02 19 Rev 12/02/2011 the parties in writing. 3.4 Invoice: Every month CONSULTANT shall invoice CITY for work performed during the immediately previous month. 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; a detailed description of the reimbursable expenses incurred and the amount of such expenses, documents supporting the reimbursable expenses and shall indicate the cumulative total for each task. The invoice shall also show the total to be paid for the invoice period, the aggregate amounts of payments received to date under the Task and the balance of maximum compensation for remaining work on the Task. The CITY shall review the invoices and make payment for the percentage of the Task that has been completed less the amounts previously paid within 30 days of receipt of a correct and acceptable invoice. 3.5 Electronic Funds Transfer. (a) Method of payment. (1) All payments by the City under this contract shall be made by electronic funds transfer (EFT), except as provided in paragraph (a)(2) of this clause. As used in this clause, the term "EFT" refers to the funds transfer and may also include the payment information transfer. (2) In the event the City is unable to release one or more payments by EFT, the Contractor agrees to either (1) Accept payment by check or some other mutually agreeable method of payment; or (ii) Request the City to extend the payment due date until such time as the City can make payment by EFT (but see paragraph (c) of this clause). (b) Contractor's EFT information. Within two weeks following award of the contract, Contractor shall arrange for EFT transfer through the City's Finance Department following Finance Department policy. In the event that the EFT information changes, the Contractor shall be responsible for providing the updated information to the City's Finance Department. (c) Suspension of payment. If the Contractor's EFT information on file with the Finance Department is incorrect, then the City need not make payment to the Contractor under this contract until correct EFT information is provided and processed; and any invoice or contract financing request shall be deemed not to be a proper invoice for the purpose of late payment under this contract. (d) Liability for uncompleted or erroneous transfers. (1) If an uncompleted or erroneous transfer occurs because the City used the Contractor's EFT information incorrectly, the City remains responsible for (i) Making a correct payment; (ii) Paying any late payment penalty due after 30 days of City receipt of a proper invoice; and (iii) Recovering any erroneously directed funds. (2) If an uncompleted or erroneous transfer occurs because the Contractor's EFT information was incorrect, or was revised within 30 days of City release of the EFT payment transaction, and (i) If the funds are no longer under the control of the City's Finance Department, the City is deemed to have made payment and the Contractor is responsible for recovery of any erroneously directed funds; or (ii) If the funds remain under the control of the City's Finance Department, the City shall not make payment, and the provisions of paragraph (c) of this clause shall apply. (e) EFT and late payment interest. A payment shall be deemed to have been made in a timely manner in accordance with the payment terms of this contract if, in the released EFT payment transaction, the date specified for settlement of the payment is on or before the late payment due date. OCA 2011 02 20 Rev 12/02/2011 (f) Liability for change of EFT information by financial agent. The City is not liable for errors resulting from changes to EFT information made by the Contractor's financial agent. (g) Payment information. The Finance Department shall forward to the Contractor available payment information that is suitable for transmission as of the date of release of the EFT, using the format and delivery method most convenient to the City. If the City makes payment by check in accordance with paragraph (a) of this clause, the City shall mail the payment information to the remittance address contained on file. OCA 2011 -02 END OF EXHIBIT 21 Rev 12/02/2011 Task Task Descri tion 1 On -Call Services Services TBD OCA 2011 02 EXHIBIT C1 BUDGET TASK 1 AND TASK 2 Total Estimated Labor Hours Total Labor Estimate Total Other Direct Costs Total Estimate 170 170 END OF EXHIBIT 24,839 24,839 O 24,839 O 24,839 2 WW Control Facilities Eng Report 840 116,820 450 117,270 001 2.1 PS #3 Replacement 182 25,932 200 26,132 002 2.2 WWTP Improvements (Solids Processing) 003 2.2.1 Baseline 50 7,390 0 7,390 004 2.2.2 Offsite Options 24 3,523 100 3,623 004 2.2.3 Onsite Class A Options 246 31,495 0 31,495 006 2.2.4 Prepare Facility Plan /Meet with DOE 254 36,229 150 36,379 099 2.99 Project Management 84 12,251 0 12,251 GRAND TOTAL 1,010 141,659 450 142,109 22 Rev 12/02/2011 Minimum Maximum Category Description Grade Hourly Rate Hourly Rate Drafter Sr. Acct Clerk Office /Support Services IV Project Coordinator II Project Analyst Word Processor IV Engineer /Scientist I Administrative Supervisor Marketing Coordinator III Engineer /Scientist II Designer Comp Sys Analyst /Programmer I Technical Writer Senior Project Analyst Senior Project Coordinator Engineer /Scientist III Sr Technician Inspector III Principal Designer Senior Engineer /Scientist Supervising Designer Principal Engineer /Scientist Supervising Engineer /Scientist Managing Engineer /Scientist Executive Engineer Vice President OCA 2011 -02 EXHIBIT D1 HOURLY WAGE RATES (2011) $49.88 $49.88 $49.88 $61.23 $61.23 $61.23 $61.23 $71.59 $71.59 $71.59 $71.59 $71.59 $71.59 $71.59 $71.59 $82.28 $82.28 $82.28 $94.42 $94.42 $108.83 $108.83 $123.41 $139.96 END OF EXHIBIT $79.68 $79.68 $79.68 $100.08 $100.08 $100.08 $100.08 $119.20 $119.20 $119.20 $119.20 $119.20 $119.20 $119.20 $119.20 $139.96 $139.96 $139.96 $164.40 $164.40 $193.39 $193.39 $224.18 $259.81 $268.92 This table reflects the rates for BC for 2011. At the end of each calendar year, BC reviews rates and makes adjustments as needed to account for raises and cost of living increases. 23 Rev 12/02/2011 INSURANCE REQUIREMENTS FOR PROFESSIONAL SERVICE AGREEMENTS 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. 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. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington._ 4. Professional Liability insurance appropriate to the CONSULTANT's profession. 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. OTHER INSURANCE PROVISION The CONSULTANT's Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they 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 Contractor's insurance and shall not contribute with it. ACCEPTABILITY OF INSURERS Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. OCA 2011 02 EXHIBIT E INSURANCE 24 Rev 12/02/2011 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. NOTICE OF CANCELLATION The CONSULTANT shall provide the CITY with written notice of any policy cancellation, within two business days of their receipt of such notice. FAILURE TO MAINTAIN INSURANCE 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 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 therewith, 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. OCA 2011 02 END OF EXHIBIT 25 Rev 12/02/2011 EXHIBIT F CONSULTANT'S KEY PERSONNEL AND SUB CONSULTANTS Staff Name Classification Project Role Beer, Jonathan D Bergdolt, David P Billing, Brandon M Chapman, Thomas M Draheim, Daniel P Foy, Carrie A Jimenez, Rudy Kelly, Kathleen T Leavitt, Arthur M Lubke, Linnea S McCleary, David E Melcer, Henryk Merrill, Milford S O'Neal, Michael Schneider, Douglas L Tam, Patricia S Twenter, Hayes J Vestergaard- Hansen, Bo Warburton, Jack Wilcox, Shirley J Senior Engineer Managing Engineer Engineer II Senior Engineer Technical Writer Accountant I Senior Drafter Senior Project Analyst Engineer III Supervising Engineer Managing Engineer Vice President Vice President Managing Engineer Managing Engineer Principal Engineer Principal Engineer Principal Engineer Senior Vice President 1 Word Processor IV No Subconsultants are under contract for the current scope of work. OCA 2011 02 END OF EXHIBIT Mechanical Systems Engineer Review /QA Modeling Support Lead Solids Process Engineer Technical Writer /Editing Accountant I Civil CAD support Senior Project Analyst Civil Engineer, Siting Lead I &C Engineer Lead Structural Engineer Process Evaluation and Design Hydraulic Modeling Lead Project Manager, CSO Program Assessment Mechanical Engineer /QA WWTP Process Engineer Engineer /Modeling Support Pumping /Solids Processing Systems Engineer Planning /Decisions Facilitation Word Processor IV 26 Rev 12/02/2011