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HomeMy WebLinkAbout6099 PROFESSIONAL SERVICES AGREEMENT 4538—Reservoir 4 Site Improvements, Security Fence Design The City of Bremerton ("City") and Ben Keith dba BenTech ("Consultant"), referred to collectively as the "Parties,"enter into the following Agreement for professional services: I. Scope: The Consultant agrees to perform the services more specifically described in the Scope of Work, dated March 10, 2020, including any attachments thereto , attached hereto as Exhibit A, which is incorporated by reference herein. The Scope of Work may be modified only pursuant to Section VII.H of this Agreement. If the Scope of Work provides for unspecified additional services such services shall only be performed upon the express written request of the City. Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices in effect at the time such services are performed. II. Term: The City and the Consultant agree that work will begin on the tasks described in Exhibit A immediately upon execution of this Agreement. The parties agree that the work described in Exhibit A is to be completed as provided for in the work schedule attached hereto as Exhibit C;provided however,that additional time shall be granted by the City for excusable delays or extra work as provided for in Section IX.A of this agreement. III. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Consultant in an amount not to exceed $17,918.00. Consultant's charges and bills shall conform to the fee schedule attached hereto as Exhibit B and incorporated herein by this reference. The Consultant shall submit regular billing statements detailing work performed and amount charged on each task or portion thereof. The descriptions shall conform to and fall within the categories set out in the Scope of Work and/or Fee Schedule. Upon receipt of a conforming billing statement, the City shall promptly process payment. PROVIDED, HOWEVER, the City reserves the right to prioritize scoped work and accelerate and/or delay work tasks under the time frame set forth in Section II herein. The Consultant's labor rates and billing fees shall be as delineated in Exhibit B. Consultant shall not perform work beyond the Scope of Work, nor shall be compensated for such work, unless the Scope of Work or amount of compensation is modified pursuant to this Agreement. Consultant shall only be compensated for additional services if requested pursuant to Section I and, if not otherwise provided, such compensation shall be in accordance with Exhibit B. If a billing statement does not conform to this Agreement, the City may withhold payment until the statement is brought into compliance. Such withholding does not relieve Consultant of its obligations under this Agreement. Page 1 of 7 Bremerton/BenTech Reservoir 4 Site Improvements Rev. 11/2019 IV. Relationship of Parties: Consultant represents that it is skilled in the matters addressed in the Scope of Work and is performing independent functions and responsibilities within its field of expertise. Consultant and its personnel are independent Consultants and not employees of the City. Consultant and its personnel have no authority to bind the City or to control the City's employees and other Consultants. None of the benefits provided by the City to its employees, including,but not limited to,compensation, insurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub-consultants of the Consultant. Consultant will be solely and entirely responsible for its acts and for the acts of Consultant's agents, employees, representatives and sub-consultants during the performance of this Agreement. The City may, during the term of this Agreement, engage other independent Consultants to perform the same or similar work. As an independent Consultant, Consultant is responsible for its own management. The City's administration and enforcement of this Agreement shall not be deemed an exercise of managerial control over Consultant or its personnel. As an independent Consultant, Consultant is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement. These taxes and fees include but are not limited to State industrial insurance,Business&Occupation, State professional licensing, and City business licensing. If any taxes or fees due the City have been declared delinquent,the City may withhold the delinquent amount,plus any additional charges arising from the delinquency, from any payments due Consultant. V. Indemnification: A. Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the performance of this Agreement except for that portion of the injuries and damages caused by the City's sole negligence, unless Consultant is conducting work pursuant to Subsection B below. The City's review or acceptance of any of the work when completed shall not be grounds to avoid any of these covenants of indemnification. B. Architects. Engineers and Any Other Professional Listed In and Performing Services Defined in RCW 4.24.115. Should a court of competent jurisdiction determine that Consultant's services provided pursuant to 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, agents and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE Page 2 of 7 Bremerton/BenTech Reservoir 4 Site Improvements Rev. 1 1/2019 PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions ofthis section shall survive the expiration or termination of this Agreement. VI. 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, sub-consultants or sub-contractors. Before beginning work on the project described in this Agreement, the Consultant shall provide a Certificate of Insurance evidencing: 1, Automobile Liability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and 2. Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and general aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations/broad form property damage; explosion, collapse and underground (XCU) if applicable;and 3. Excess Liability insurance with limits not less than $1,000,000 limit per occurrence and aggregate; and 4. Professional Liability insurance with limits no less than $1,000,000 limit per occurrence/claim; and Any payment of deductible or self-insured retention shall be the sole responsibility of the Consultant. All required policies shall be provided on an "occurrence" basis except professional liability insurance (if required), which may be provided on a"claims-made"basis. The City shall be named as an additional insured on the Commercial General Liability insurance policy, as respects work performed by or on behalf of the Consultant and a copy of an endorsement that is acceptable to the City, which names the City as an additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all the required insurance policies and endorsements. The City further reserves the right to reject any unacceptable policies and/or endorsements. The Consultant's Commercial General Liability insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. Page 3 of 7 Bremerton/BenTech Reservoir 4 Site Improvements Rev. 11/2019 The Consultant's insurance shall be primary and non-contributory insurance as respects the City and shall contain a waiver of subrogation against the City for claims arising out of any operations, liabilities and obligations to which coverage applies. It shall be an affirmative obligation upon Consultant to advise the City's Risk Manager by fax at (360) 473-5161, or by certified mail, return receipt requested to City of Bremerton, Attn: Risk Management, 345 6`h Street, Suite 100, Bremerton, WA 98337 within two days of the cancellation, suspension or substantive change of any insurance policy set out herein, and failure to do so shall be construed to be a breach of this Agreement. The City also reserves its unqualified right to require at any time and for any reason, proof of coverage in the form of a duplicate of the insurance policy with all endorsements as evidence of coverage. In the event that the Consultant employs other consultants or contractors (sub-consultants or sub-contractors) as part of the work covered by this Agreement, it shall be the Consultant's responsibility to require and confirm that each sub-consultant or sub-contractor meets the minimum insurance requirements specified above. The Consultant shall,upon demand ofthe City, deliver to the City copies of such policy or policies of insurance and the receipts for payment of premiums thereon. VII. General Conditions: A. Reports and Information: When requested by the City, Consultant shall furnish periodic reports and documents on matters covered by this Agreement. The reports and documents shall be furnished in the time and form requested. Consultant shall maintain accounting records in accordance with Generally Accepted Accounting Principles("GAAP")to substantiate all billed amounts. B. Ownership and Use of Records and Documents: Original documents, drawings, designs and reports, including those in electronic format, developed under this Agreement arc the property ofthe City. All written information submitted by the City to the Consultant in connection with the services performed by the Consultant under this Agreement will be safeguarded by the Consultant to at least the same extent as the Consultant safeguards like information relating to its own business. If such information is publicly available or is already in Consultant's possession or known to it,or is rightfully obtained by the Consultant from third parties, Consultant shall bear no responsibility for its disclosure, inadvertent or otherwise. All data, documents and files created by Consultant under this Agreement may be stored at Consultant's office in Redmond, Washington. Consultant shall make such data, documents, and files available to the City upon its request at all reasonable times for the purpose of editing, modifying and updating as necessary until such time as the City is capable of storing such information in the City's offices. Duplicate copies of this information shall be provided to the City upon its request, and at reasonable cost. All documents, including all reports, drawings, specifications, computer software or other items prepared or furnished by Consultant pursuant to this Agreement, arc instruments of service Page 4 of 7 Bremerton/BenTech Reservoir 4 Site Improvements Rev. 1 1/2019 with respect to the project and are the property of the City. Any reuse by the City for other than the specific purpose intended will be at City's sole risk. C. Use of Photographs and Images. Consultant shall not use or distribute photographs or images depicting City officials, personnel, property, or equipment whether prepared by Consultant or provided by City without prior written consent of the City. The City will not unreasonably withhold its consent. D. Work Performed at Consultant's Risk: Consultant shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub-consultants in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. E. Place of Work: The Consultant shall perform the work authorized under this Agreement at its offices in Redmond, Washington. Meetings with the City staff as described in Exhibit A, Scope of Work, shall take place at the City's offices, or at locations mutually agreed upon by the parties. F. Entire Agreement: This Agreement and its Exhibits constitutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agreements, written or oral, that have not been set forth in the text of this Agreement. G. Severability: Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect. H. Modification: This Agreement may only be modified by written instrument signed by both Parties. I. Written Notices: All communications regarding this Agreement shall be sent to the parties at the addresses listed below by registered or 1st class mail, or by personal service, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. Notices to be sent to: Notices to be sent to: CITY: CONSULTANT: Attn: City Clerk Attn: Ben Keith City of Bremerton BenTech 345 6`h Street, Suite 100 9852 244`h PL NE Bremerton, WA 98337-1891 Redmond, WA 98053 J. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be deemed waiver of any other right or power. Page 5 of 7 Bremerton/BenTech Reservoir 4 Site Improvements Rev. 1 1/2019 K. Non-Waiver of Breach: The failure of the City to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred in one or more instances shall not be construed to be a waiver or relinquishment of said covenants, agreements or options, and the same shall be and remain in full force and effect. L. Compliance with Laws: Consultant shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. M. Choice of Law and Venue: This Agreement shall be interpreted according to the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court. N. Attorneys' Fees: In the event of litigation to enforce any ofthe terms or provisions herein, each party shall pay all its own costs and attorney's fees. O. Assignment: Any assignment of this agreement by the Contractor without the written consent of the City shall be void. VIII. Nondiscrimination: Consultant shall not discriminate in employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status, disability, or sexual orientation except for employment actions based on bona fide occupational qualification. IX. Termination: This Agreement shall remain in force until completion and acceptance of the services, terminated by written instrument upon mutual consent, or by the City of Bremerton for convenience. This Agreement may be immediately terminated for cause by a Party if the other Party substantially fails to perform through no fault of the terminating Party, and the non- performing Party does not commence correction of the failure of performance within thirty (30) days of the terminating Party's sending notice to the non-performing Party. Any Notice by Consultant shall include a report showing the status of all items listed in the Scope of Work current through the termination date. If the City receives reimbursement by any federal,state,or other source for work described in Section i herein, and that funding is withdrawn, reduced or limited in any way, or the project is cancelled or substantially reduced after the execution date of this Agreement and prior to the completion of the work, the City may summarily terminate this Agreement. A. Excusable Delays: The right of Consultant to proceed shall not be terminated nor shall Consultant be charged with liquidated damages for any delays in the completion of the work due to: 1)any acts ofthe federal government in controlling,restricting,or requisitioning materials, equipment, tools, or labor by reason of war, national defense, or other national emergency; 2) any acts of the City, its consultants, or other public agencies causing such delay; and 3) causes not reasonably foreseeable by the parties at the time of the execution of the Agreement that are beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God, fires, floods, strikes, or weather of unusual severity. PROVIDED, HOWEVER, that the Consultant must promptly notify the City within ten(10)calendar days in writing of the cause Page 6 of 7 Bremerton/BenTech Reservoir 4 Site improvements Rev. 1 1/2019 of the delay. If, on the basis of the facts and the terms of this Agreement, the delay is properly excusable, the City shall, in writtig, extend the time for completing the work fur a period of time co>runensurate with the period of excusable delay. B. Rights Upon Termination: In the event of termination, the City shall pay for all services performed by the Consultant to the effective date of termination, as described on a final invoice submitted to the City. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project which may be used by the City without restriction. Any such use not related to the project which Consultant was contracted to perform shall be without liability or legal exposure to the Consultant. X. Suspension & Debarment. For contracts involving Federal funding, Consultant hereby certifies, by signing this agreement, that neither it nor its principals are presently debarred, suspended,proposed for debarment,declared ineligible,or voluntarily excluded from participation In this transaction by any Federal department or agency. Consultant shall provkle immediate Y written notice to the City if at any time it learns that it is or has become ineligible for certification, Should Consultant enter into a covered transaction with another firm,Consultant agrees by signing this agreement that it will verify that the firm with whom it intends to do business Is not debarred, suspended, ineligible, excluded or disqualified. IN WITNESS WHEREOF, the patties below have executed this Agreement CITY: CONSULTANT: CITY OF BREMERTON OenTech BY Bv: Print ame T o— I� a�� _ L T #-e c-tom o-t fit,I S Print Na '�+ its: Its; /f`.• �t� ' Date: 3 130 /Z._c. Date: . Vz 37zc .z 9 APPROVED AS TO FORM: A r EST: 344141, By( r krni9-eA Roger A, Lubovich, Bremerton City Attorney Angela Hoo a;, City Clerk RfALegali.eiar,Fea cne,FURA1S ON C,01-MEIPPrOmr.atei Serrioee A greearest Rev,10101981oeir Page'7 at?' Brra anon,SeoTetrt Reservoir 4 Site improvements Rev.11(2019 t Bremerton Water Utility Reservoir 4 Security Upgrades: Physical Security, Fencing 3/10/2020 4 Security Upgrades: Physical Security, Fencing and Access Control Exhibit C Schedule for deliverables Task Description Date C1 Design Specification, Documentation Draft Submission Provide the COB with draft copies of the Fence Design, The Access Control Design, and the Estimated Cost for the R4 Surveillance System 06/10/2020 C1.1Final Copies of the Specifications for the Fence, Access Control System, and Surveillance System Cost Estimate Bid package ready finished specs and documents for the Fence and the Access Control System. Finished cost analysis for a fence mounted Surveillance System at R4 07/10/2020 C.2 Contract Dates Upon signing of the PSA, work will commence immediately, and be submitted to the COB as per sections C1 and C1.1. This PSA will have a sunset date of 12/31/2020 3/10/2020 to 12/31/2020 This constitutes the full Scope of Work END Bremerton Water Utility Reservoir 4 Security Upgrades: Physical Security, Fencing 3/10/2020 3 A.1.4 Establish a camera surveillance system estimated cost to meet the recommendations of the SVA. • Do a site-specific camera design cost estimate for the R4 fence perimeter and surrounding area. 16 135.00 2,160.00 2,160.00 A. 1.5 Provide the city with an aerial view R4 site map of the proposed fence line. • As a reference document for the RFP, provide an electronic drawing/map of the proposed fence line. • Provide an electronic aerial photograph of the same drawing/map with real GPS markers correlating to the flagged stakes fence line established and approved by the site management. 6 135.00 810.00 810.00 A.1.6 Travel • Transportation estimated 3 trips minimum to accomplish A.1.1 ~ A.1.9, @ 6 hours p trip (estimate) 18 135.00 2,430.00 2,430.00 A.1.7 Travel • WA State Ferry Fare, 4 round trips (estimate) 4 24.70 98.80 98.80 A.1.8 Lodging • Local Hotel. p night not to exceed nightly rate of $135.00 per night not including local taxes and fees. (estimate) 4 135.00 540.00 540.00 A1.9 Admin Work • Administrative costs, prep, Clerical work, Documentation 12 135.00 1,620.00 1,620.00 Estimated Costs for R4 Fence Project 17,918.80 Total Estimated Cost $17,918.80 Security Upgrades: Physical Security, Fencing and Access Control Exhibit B Labor, Fees, Rates and Billing Terms and Agreement Task Description Rate p Hour B1 BenTech Base Labor Rate Site visits, interviews, research, initial document preparation under section A deliverables, drawings, phone conferences and discussions, meetings with The City, travel, presentation time, and all products and services delivered or to be delivered as per Exhibit A. All hourly billing will be in quarter hour 15-minute increments, rounded up to the next quarter hour increment. 135.00 B1.1 Billing BenTech will submit itemized invoice billings for services, product, and costs to the PM on a biweekly based schedule. Deposit billing will be submitted upon mutual acceptance of PSA. B1.2 Billing Terms Billing Terms: ALL submitted and presented bills will be considered to be due and payable upon receipt at The City. Said itemized billing invoices will be delivered by email electronically as attachments in PDF format to the email address of the City’s PM or agreed upon individual. Production of printed copies if requested by The City will be billed as a separate line item at the scheduled fee cost. Bremerton Water Utility Reservoir 4 Security Upgrades: Physical Security, Fencing 3/10/2020 2 Security Upgrades COB R4: Physical Security, Fencing and Access Control Exhibit A Deliverables and Time Allotment Work Schedule Task Hours Rate $pH Cost Totals A.1 Work with the COB R4 site facilities management to establish a fence line location: • Execute a site walk that addresses the fence line proposed route and stake and flag that route at 20-foot intervals. • Establish true latitude, longitude and elevation bench marks at strategic points in the proposed fence line. • Establish an estimated length of the fence. 8 (estimate) 135 1,080.00 1,080.00 A.1.1 Determine what ground work will need to be done as the preparation for a fence installation. • Schedule a post site walk meeting with the city facilities management and establish what ground work needs to be done to facilitate the fence installation. • Determine if this can be part of the RFP/RFQ responded to by a qualified fence installation vendor. • Discuss the city’s expectations for a fence spec. 4 135 540.00 540.00 A.1.2 Design the fence. • Use the chain-link fence architectural and engineering specifications and standards provided by the Chain Link Fence Manufacturer’s Institute (CLFMI v2018) as a guide. • Review any applicable local codes and accepted industry guidelines, and additional requirements provided by the site management. • Develop an A&E specification to fully address and a high security perimeter fence line installation at R4. • Incorporate in the fence design, the necessary additional strength to provide mounting points for the future installation of a camera surveillance system, and a lighting and fence violation system. • Provide industry standard shop drawings illustrating the acceptable design parameters of the fence design. This design A&E specification to include 2-man-swing gates and 2 automated cantilever vehicular entry point gates. • The A&E specification is to follow the Contractor’s Specification Institute (CSI) Master Format guidelines. 40 135 5,400.00 5,400.00 A.1.3 Design an electronic card access control system to manage ingress and egress at the 4 gates; 2 man and 2 vehicular, in the fenced perimeter. • Provide an A&E specification to meet the requirements of the electronic access control system design. • Provide industry standard shop drawings of typical and expected installation and construction examples of how the access system will be installed and configured. • Provide a BOM based on the design. 24 135 3,240.00. 3,240.00 Bremerton Water Utility Reservoir 4 Security Upgrades: Physical Security, Fencing 3/10/2020 1 Bremerton Water Utility Reservoir 4 Security Upgrades: Physical Security, Fencing and Acces Control Scope of Work (SOW) The primary purpose of the fence installation and security upgrades at R4 is to prevent, mitigate, and respond to criminal and terrorist acts by providing a physical barrier to the reservoir. Over time the development and deployment of the recommendations made in the Security Vulnerability Assessment (SVA) will incorporate electronic security measures to enhance that purpose, ability and goal. The design and development of this fenced perimeter project is exempt from public disclosure under RCW 42.56. Email correspondence will be used to develop the project deliverables. Email is exempt from public disclosure and said policy is on file with the utility. Fence Design and Installation description of work to be performed. Based on the City of Bremerton’s (COB) Water Utility SVA of 2019-2020 executed by BenTech, the city wishes to utilize the services of Ben Keith dba: BenTech under a new SOW Professional Service Agreement (PSA) as a consulting firm, to design a fenced perimeter around reservoir 4. Included in the SOW will be an electronic access control system designed to address the entrance and egress points at 4 places in the R4 perimeter fence. A preliminary estimate will be provided by BenTech as to the cost of a fence deployed camera-based surveillance system, utilizing recording and network viewing servers with analytics enhancement.