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HomeMy WebLinkAbout000279 Original ContractpORr IL— 111111=.3111 r1� City of Port Angeles Public Works Utilities Department. Engineenng Services Division 321 E Fifth Street Port Angeles WA 98362 Tel 360 -417 -4700 Fax: 360-417-4709 On -Call Agreement: OCA 2012 -01 ON -CALL ELECTRICAL ENGINEERING SERVICES THIS ON -CALL AGREEMENT (Agreement) is made and entered into this aJ day of 2012, by and between the CITY OF PORT ANGELES (CITY), a non charter code city of the State f Washington, (hereinafter called the "CITY and TriAxis Engineering, Inc., a Washington 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 electrical 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 services 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: THE PARTIES HEREBY AGREE AS FOLLOWS: I SCOPE OF SERVICES General Scope. This Agreement will provide professional engineering services for the City of Port Angeles Electric Utility. The CONSULTANT intends to provide engineering technical support, studies, design, and post -award construction services for the City of Port Angeles Electric Utility and its Capital Facility 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 one year from the effective date of this Agreement. The scope of initial professional services tasks to be performed 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 2012 -01 1 Rev 2/2/2012 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. The Scope of Service 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. 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 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 of initial Tasks 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 $102,100.00. This amount comprises Tasks 1 through 2 of this Agreement. The budgets for the initial Tasks are set forth in the attached Exhibit C1. The CONSULTANTS total compensation for each additional project, work, study, or undertaking authorized during the term of this Agreement, shall be specifically set forth in Task Orders. 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 2012 01 2 Rev 2/2/2012 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 CONSULTANTS 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 CONSULTANTs 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 Service set forth in Exhibits 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 2012 01 3 Rev 2/2/2012 XII 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 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. If the parties are unable to agree on an equitable adjustment, the contractor may submit a written claim for increases in the cost of performance, excluding profit. Upon such resumption, CONSULTANT shall promptly continue with its responsibilities under this Agreement. D. 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. XIII FORCE MAJEURE A. Definition. For the purposes of this Agreement, "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 Agreement impossible or so impractical as to be considered impossible under the circumstances B. No Breach of Agreement. The failure of a Party to fulfill any of its obligations under the Agreement shall not be considered to be a breach of, or default under, this Agreement 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 Agreement, 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 Agreement, 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. XIV INDEMNIFICATION /HOLD HARMLESS AND INSURANCE OCA 2012 -01 4 Rev 2/2/2012 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 AgreementAgreement 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. B. Approvals. CITY's approval, acceptance, use or payment for all or any part of CONSULTANT's 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: OCA 2012 01 5 Rev 2/2/2012 A. that CONSULTANT is financially solvent, able to pay CONSULTANT'S debts as they mature and possessed of sufficient working capital to complete the services required and perform CONSULTANTs obligations hereunder; B. that 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 CONSULTANT's obligations required to be performed under this Agreement; D. that CONSULTANTs execution of this Agreement and CONSULTANT's 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. F. CONSULTANT agrees that the representations and warranties set forth herein 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 of Initial Tasks Exhibit B Performance Period Exhibit B1 Schedule of Performance of Initial Tasks Exhibit C Compensation and Payment Procedures Exhibit Cl Budget of Initial Tasks Exhibit D Hourly Wage Rates Exhibit E Insurance Exhibit F CONSULTANT's Key Personnel and Sub consultants OCA 2012 01 6 Rev 2/2/2012 IN WITNESS WHEREOF: The Parties hereto have executed this Agreement by having their authorized representatives affix their signatures below. CONSULTANT TRIAXIS ENGINEERING, INC. BY: TITLE: SIGNATURE DATE: FEB 2 2 2012 OCA 2012 -01 CITY CITY OF PORT ANGELES BY: BY: BY: SIGNATURE DAT /�Z/ ..Z APPROVED AS TO FORM: ATTEST: 1 CITY ATTORNEY 7 Rev 2/2/2012 EXHIBIT A SCOPE OF SERVICES The CONSULTANT shall provide to the CITY's Department of Public Works Utilities 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 Electric Utility projects and technical support services. Additional tasks authorized after the Agreement is signed will be included as Task Orders. SECTION 1. GENERAL PROVISIONS 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 bilaterally agreed to Task Order. 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 Task Order. 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 tasking in the initial Agreement or Task Order bearing the approval signature of the City Manager or the City Manager's designee. Each authorized Task Order issued under this Agreement, by the City, shall incorporate all the terms and conditions of this Agreement. 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. OCA 2012 -01 8 Rev 2/2/2012 CONSULTANT shall provide engineering CONSULTANT services for the City Electric Utility, including 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. 1. Technical support services for Electric Utility operations and engineering assistance, e.g tension calculations, design reviews, etc. as requested. 2. Develop and provide the design plans and project specifications to replace the power transformer at A- Street Substation (CL02- 2006). 3. Other transmission or distribution pole replacement projects, and other infrastructure projects selected by the City from the Capital Facilities Program. 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 service consistent with the standard electronic format of a CITY Professional Service Agreement Task Order 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 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 OCA 2012 -01 9 Rev 2/2/2012 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 but are not limited to, 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 service, 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 Task Order 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 2012 -01 END OF EXHIBIT 10 Rev 2/2/2012 This scope of service provides for general assistance to the electric utility and specifically includes on call assistance and construction documents for one capital project. Task 1. On -Call Assistance CONSULTANT shall provide technical assistance and other services to the City related to City's electric utility 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. A- Street Substation Transformer This task consists of preparation of construction bidding documents and related construction services to replace the transformer at A- Street Substation to increase station capacity. Subtask 2.1 Equipment Specification Activities: a. Conduct initial site inspection and field measurements b. Develop throat drawing c. Prepare transformer specifications d. Prepare load tap changer (LTC) specifications e. Prepare circuit switcher specifications Subtask 2.2 Design Activities: Prepare the following a. Site drawings b. Foundation drawings c. Electrical bus drawings d. One -line and three -line drawings e. Relay and control schematics f. Connection wiring diagrams g. Relay settings EXHIBIT Al SCOPE OF SERVICES OF INITIAL TASKS Deliverables: a. Contract technical specifications in Microsoft Word format b. Construction drawings in electronic pdf format Subtask 2.3 Construction and Commissioning Services Activities: a. Review shop drawing submittals b. Inspect foundation and oil containment c. Commissioning of transformer, relays, and LTC control Deliverables: OCA 2012 01 11 Rev 2/2/2012 a. As -Built drawings in AutoCAD format b. As -Built relay settings in Schweitzer format c. As -Built LTC settings END OF EXHIBIT OCA 2012 -01 12 Rev 2/2/2012 EXHIBIT B PERFORMANCE PERIOD All work under this Agrement 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 one year 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 one year period. Hourly rates are established for each performance year of the Agreement in Exhibit D. OCA 2012 -01 END OF EXHIBIT 13 Rev 2/2/2012 TASK 1: TASK 2: OCA 2012 -01 Date of award to 2 years from date of award. Sub -Task 2.1 Begin 3/2/2012 Sub -Task 2.2 Begin 3/9/2012 Sub -Task 2.3 Begin 7/1/2012 EXHIBIT B1 SCHEDULE OF INITIAL TASKS END OF EXHIBIT Complete 5/1/2012 Complete 6/30/2012 Complete 12/31/2013 14 Rev 2/2/2012 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 price 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 CONSULTANTS 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 including all benefits, overhead, G&A, 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. CONSULTANT shall complete all work it is required to perform under the Task for no more than the specified maximum amount. 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 2012 01 15 Rev 2/2/2012 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 Service to which the costs are related; shall include 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. 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 CONSULTANT agrees to either (i) 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) CONSULTANTs EFT information. Within two weeks following award of the contract, CONSULTANT shall arrange for EFT transfer through the City's Finance Department following Finance Department policy. In the event that the EFT information changes, the CONSULTANT shall be responsible for providing the updated information to the City's Finance Department. (c) Suspension of payment. If the CONSULTANT's EFT information on file with the Finance Department is incorrect, then the City need not make payment to the CONSULTANT 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 CONSULTANT'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 CONSULTANT'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 CONSULTANT 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 2012 01 16 Rev 2/2/2012 (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 CONSULTANT's financial agent. (g) Payment information. The Finance Department shall forward to the CONSULTANT 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. END OF EXHIBIT OCA 2012 -01 17 Rev 2/2/2012 Task Task Description Total Esimated Labor (Hours) Total Labor Estimate Total Other Direct Costs Total Estimate 1 On -Call Services Services TBD 100 15,000 0 15,000 2 A- Street Substation Transformer 2.1 Equipment Specification 111 14,300 1,700 16,000 2.2 Design 466 53,800 5,600 59,400 2.3 Commissioning Services 73 9,700 2,000 11,700 GRAND TOTAL 750 92,800 9,300 102,100 EXHIBIT C1 BUDGET OF INITIAL TASKS OCA 2012 -01 END OF EXHIBIT 18 Rev 2/2/2012 EXHIBIT D HOURLY WAGE RATES (per performance year) Project Manager: Michael Beanland 150 Project Engineers: Paul Hazel 155 Jeffrey King 140 Rich Lammers 120 Rick Beyer 115 Marianne Guidotti 95 Bob Royer 130 END OF EXHIBIT OCA 2012 -01 19 Rev 2/2/2012 OCA 2012 -01 EXHIBIT E INSURANCE 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. 20 Rev 2/2/2012 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. 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. END OF EXHIBIT OCA 2012 01 21 Rev 2/2/2012 Project Manager: Michael Beanland Project Engineers: Subconsultants: (None) EXHIBIT F CONSULTANT'S KEY PERSONNEL AND SUB CONSULTANTS Paul Hazel Jeffrey King Rich Lammers Rick Beyer Marianne Guidotti Bob Royer END OF EXHIBIT OCA 2012 -01 22 Rev 2/2/2012