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+ CHANGE Contract Transactions +
+ Contract Number 4467 +
+ +
+vendor Name TECHNICAL SYSTEMS INC +
+Subject ANDERSON CREEK ONSITE CHLORINE GENERATION +
+Department ENGINEERING +
+Status Code PRO +
+ Amount $17511.00 +
+ Begin Date 12/08/2004 +
+ Insurance End Date 12/31/2005 +
+ Type Amount Review Date 02/15/2008 +
+ GL $2000000.00 +
+ AL $1000000.00 +
+ E&O $2000000.00 +
+ Insurance Total $5000000.00 +
+ Insurance Review Date 04/01/2006 +
+ +
+ Comments E&O EXP 1/07 +
+ VAULT 01/01/2008 +
.+ +
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PROFESSIONAL SERVICES AGREEMENT
Anderson Creek Onsite Chlorine Generation
Project No. 471
The City of Bmmerton ("City") and Technical Systems Inc. ("Consultant"), referred to
collectively as the "Parties," enter into the following Agreement for professional services:
I. Scope: The Consultant agrees to perform the services mom specifically described in the
Scope of Work, dated November 23, 2004, 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. ff 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 B; 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 an amount not to exceed $17,511.00, $8,800.00 of which was
previously authorized by the letter agreement dated May 17, 2004, included as Attachment 1 to
Exhibit A. The additional compensation authorized by this Agreement shall not exceed
$8,711.00. Consultant's charges and bills shall conform to the fee schedule attached hereto as
Exhibit C and incorporated herein by this reference.
The Consultant shall submit regular billing statements detailing work performed and
amount charged on each task or po~.ion 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 C.
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 C.
Bremerton/Technical Systems Inc.
Anderson Creek Onsite Chlorine Generation
Page 1 of 7
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.
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 exemise 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: 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 poaion of the injuries and damages caused by the
City's sole negligence.
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.
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, agents and volunteers, the Consultant's liability
hereunder shall be only to the extent of the Consultant's negligence.
1T IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE
INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S
WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, T1TLE 51 RCW, SOLELY
Bremerton/Technical Systems Inc.
Anderson Creek Onsite Chlorine Generation
Page 2 of 7
FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER
ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER.
The provisions of this 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-Consultants.
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 $2,000,000 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 $2,000,000 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 employer's
liability; and
3. Excess Liability insurance with limits not less than $2,000,000 limit per occurrence and
aggregate.
4. professional Liability providing coverage of at least $2,000,000 against professional
liability for errors and omissions in connection with the work to be performed by
Consultant under this Agreement.
Any payment of deductible or self insured retention shall be thc 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 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.
Bremertonfrechnical Systems Inc.
Anderson Creek Onsite Chlorine Generation
Page 3 of 7
The Consultant's insurance shall be primary insurance as respects the City and the City
shall be given thirty (30) days prior written notice by certified mall, return receipt requested, of
any cancellation, suspension or material change in coverage.
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.
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 are the
property of the 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 Lynnwood, 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 ail reports, drawings, specifications, computer software or other
items prepared or furnished by Consultant pursuant to this Agreement, are instruments of service
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. Consultant to Maintain Records to Support Independent Consultant Stares: On the
effective date of this Agreement (or shortly thereafter), Consultant shall:
1. File a schedule of expenses with the Intemai Revenue Service for the type of
business Consultant conducts;
2. Establish an account with the Washington State Department of Revenue and other
necessary state agencies for the payment of ail state taxes normally paid by
employers, register to receive a unified business identifier number from the State
of Washington; and
Bremerton/Technicai Systems Inc.
Anderson Creek Onsite Chlorine Generation
Page 4 of 7
3. Maintain a separate set of books and records that reflect ail items of income and
expenses of Consultant's business, ail as described in the Revised Code of
Washington (RCW) Section 51.08.195, as required to show that the services
performed by Consultant under this Agreement shall not give rise to an employer-
employee relationship between the parties which is subject to RCW Title 51,
Industrial Insurance.
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 Lynnwood, Washington. Meetings with the City staff as described in
Exhibit A, Scope of Work, shall take place at the City'~ offices, or at locations mutually agreed
upon by the parties.
F. Entire A~,reement: 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. Severabilit¥: 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.
City Address Consultant Address
City of Bremerton T~4~dtc~ ~T~TIgJ,4~ {dc_..
City Clerk
345 Sixth Street, Suite 600
Bremerton, WA 98337-1873
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.
Bremerton/Technical Systems Inc.
Anderson Creek Onsite Chlorine Generation
Page 5 of 7
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 exemise 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. Attomeys' Fees: In the event of litigation to enforce any of the 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, or disability,
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 of the 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
Bremerton/Technical Systems Inc.
Anderson Creek Onsite Chlorine Generation
Page 6 of 7
writing of the cause 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 writing, extend the time for completing the
work for a period of time commensurate 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.
C.~BRE N CONSULTANT
its: /Y~.~t~t~ its: Or,
Date: ~-g- Oq Date:
Approved as~to f,orl~: Attes~ ~'~ ~
Bre/~nerton City Attorney City ~21~rk/ ....
R:~I.~GALhCollWactsWORMS~to fessional Sea. ices Agreement Form (2003),doe
Bremerton/Technical Systems Inc.
Anderson Creek Onsite Chlorine Generation
Page 7 of 7
EXHIBIT A
SCOPE OF WORK
November 23, 2004
General:
The work to be completed under this agreement generally consists of Electrical
Engineering and Systems Integration design for the Anderson Creek Onsite Chlorine
Generation project. Part 1 of the scope was authorized by letter agreement and a
subsequent authorization for additional services (both attached). Part 2 of the scope of
services was necessitated by extensive changes to the design requirements resulting
from the 90% design review.
Scope:
Part 1: See attached letter agreement and authorization for additional services.
Part 2:
1. Up to 2 additional design review meetings.
2. Creation of a "General Electrical' plan sheet including an electrical legend
and explanation of abbreviations shown on the e)ectrical sheets.
3. Modification of the Division 17 Specifications to include three acceptable
systems integration firms and criteria by which a proposed "or equal' firm will
be eva)uated.
4. Modification of the electrical drawings and specifications to include the
installation of a new MCC section containing components for this project.
The new MCC section will be connected to the existing MCC and will be
incorporated into a new MCC installed by a separate project.
5. Modification to the construction estimate.
6. Provide construction support in the form of submittal review and 4 site visits
during construction.
7. Additional services, only as authorized in writing by the City. The total cost of
additional services shall not exceed $2000.00.
City of B~emenon~Technical Systems Inc.
Anderson Creek Onsite Chlorine Generation
Exhibit A page 1 of I
PUBLIC WORKS & UTILITIES
Engineering Division
May 17, 2004
Gary Conley, P.E.
Vice-President/Director of Operations
Technical Systems Inc.
2303 196m Street SW, Suite B
Lynnwood, WA 98036
Subject: Anderson Creek Onsite Chlorine Generation
Letter of Agreement for Professional Services - Electrical, Instrumentation
and Control
Dear Gary,
The City of Bremerton (City) Requests Technical Systems, Inc. (TSI) to provide the
following design services for the Anderson Creek Onsite Chlorine Generation project.
Scope of Work
Perform all services necessary for the design and integration of all electrical,
instrumentation and control systems for the Anderson Creek Onsite Chlorine
Generation project, including but not limited to 3-phase and single phase power
distribution, original equipment manufacturer (OEM) provided hypochlorite generation
system and chemical dosing pump control, chemical leak detection and building
ventilation.
Instrumentation and controls for the new hypochlorite system and all ancillary
equipment must be designed and installed in a manner to allow for integration into the
upcoming Pump Station 2 telemetry system upgrade.
Coordinate all electrical, instrumentation and control system interfaces with the City and
its consultants as necessary to enable the City to produce complete, integrated design
and contract documents suitable for public bidding for construction of Anderson Creek
Onsite Chlorine Generation. All deliverable documents shall be provided for inclusion in
bidding and construction contract documents for the Anderson Creek Onsite Chlorine
Generation project. It is understood by the City and TSI that no work, services or
documents to be provided during the construction phase of this project are to be
undertaken or provided under this Agreement.
· Page 2 May 18, 2004
Electrical, Instrumentation and Control
Anderson Creek Onsite Chlorine Generation
Deliverables
1. Control system network diagram depicting OEM provided control system
equipment, ancillary equipment control systems, communications networks and
connections to existing and future upgrade of telemetry system equipment.
Network diagram shall be provided in hardcopy and AutoCAD 2000 format on
media compatible with City's computer systems.
2. Power distribution & MCC single line diagram for Pump Station 2 showing all
existing and new 3-phase and single phase power distributions. Single line
diagram shall be provided in hardcopy and AutoCAD 2000 format on media
compatible with City's computer systems.
3. Process & Instrumentation Diagram (P&ID) for Pump Station 2 telemetry. This
diagram will include both existing telemetry and new hypochlorite system
associated telemetry. P&ID shall be provided in hardcopy and AutoCad 2000
format on media compatible with City's computer systems.
4. Electrical, instrumentation and control systems demolition plans indicating
equipment, conduit and wire to be removed prior to construction. Demolition
plans shall be provided in hardcopy and AutoCAD 2000 format on media
compatible with City's computer systems.
5. Electrical, instrumentation and control systems location plans depicting new
equipment locations and conduit routing. Single line diagram shall be provided in
hardcopy and AutoCAD 2000 format on media compatible with City's computer
systems.
6. Complete C.S.I format Division 16 and Division 17 specifications, fully
coordinated with, and suitab!e for inclusion in, contract specifications produced
by the City for bidding and construction of Anderson Creek Onsite Chlorine
Generation. These specifications are to include requirements for OEM provided
equipment control systems. Specifications shall be provided in hardcopy and
MSWord 97 (or later) format on media compatible with City's computer systems.
7. Construction cost estimate in the form of a guaranteed maximum construction
price for inclusion in each of the respective construction bid schedules for
Anderson Creek Onsite Chlorine Generation.
8. Other services only as authorized in writing by the City before performance.
· Page 3 May 18, 2004
Electrical, Instrumentation and Control
Anderson Creek Onsite Chlorine Generation
Schedule
This letter may be considered your Notice to Proceed. All documentation, drawing(s)
and completed specifications are required for review by June 8, 2004. Final, sealed
design documents with all review comments incorporated and backchecked are
required by July 1,2004. The term of this agreement shall end December 31,2004.
Bud.qet
Compensation shall be on the basis of Time and Materials, at the consultants
standard rates, attached. The budget for Deliverables No. 1 - 7 shall not exceed
$6,300.00. The budget for Deliverable No. 8 shall not exceed $2,500. The total
amount payable under this Agreement shall not exceed $8,800.00.
Contacts
Contact for the City of Bremerton is Brad Ginn, Project Engineer (360-473-5344).
Contact for Technical Systems, Inc. is Matt Scott, Project Manager (425-775-5696).
Please sign the authorization below and return this original Agreement to the City for
signature. A fully executed copy of the agreement will be provided by return mail.
Authorization:
For City of Bremerton Public Works & Utilities
Michael C. Mecham, P.E.
Interim Director, Public Works and Utilities
Acknowled ge,,~_ ~ccepted:
BY:,--//r¢-7~. (/ ~ Date: ~/¢%¢~,/~"2L~
Gary 66n1'6~, P.E.,
Vice-President, Technical Systems, Inc.
bg/Is
24158
PUBLIC WORKS & UTILITIES
Engineering Division
October 28, 2004
Ga~ Conley
Technical Systems Inc.
2303 ~96~ Street SW, Suite B
Lynnwood, WA 98036
Subject: Anderson Creek Onsite Chlorine Generation
Amendment to Letter of Agreement for Professional Se~ices dated
May ~7, 2004
Dear Ga~,
In accordance with the original Le~er of Agreement for Professional Se~ices for the
Anderson Creek Onsite Chlorine Generation project, dated May ~7, 2004, the City
authorizes the following additional se~ices per Deliverable
~. Attendance at ~o (2) additional design review meetings with the City.
2.Modification of the Division 16 and ~7 Specifications per Tom Baker's prelimina~
review and comments.
3. Modification of Section ~ ~265-Chlorination Control System to include detailed
control system components and operational requirements identified during
design review.
Compensation for these additional se~ices will be on the basis of Time and
Materials per the original agreement and shall not exceed $2,500.
Sincerely,
Brad Ginn, PE
bg/Is
cc: Matt Scott
file
24413
EXHIBIT B
SCHEDULE
November 23, 2004
Task Duration Approx. Start Date Approx. Finish Date
Design:
Final design 2 weeks 12/1/2004 12/15/2004
Construction support:
Submittal Review 3 weeks 2/22/2005 3/15/2005
On-site Support 4 weeks 5/12/2005 6/9/2005
This schedule assumes a Notice to Proceed date of 12/1/2004. The term of this
agreement shall end on 12/31/2005,
City of Bmmerton/Technicai Systems Inc.
Andewon C~ek Onsite Chlorine Generation
Exhibit B page I of 1
EXHIBIT C
STANDARD LABOR RATES FOR
PROFESSIONAL SERVICES
The following is a list of hourly rates for Project Management, Professional and Project/Software
Engineering, Field Technician, Drafting, and Engineering Support Services.
Project Manager/Registered Professional Engineer $135.00 per Hour
Project Engineer/Software Engineer $120.00 per Hour
Field Technician $95.00 per Hour
Auto-Cad Design & Drafting $70.00 per Hour
Documentation $60.00 per Hour
Clerical $55.00 per Hour
Travel Time $65.00 per Hour
Field technician services in excess of 10 hours per day, Monday through Friday, will be billed at 1.5 times
the hourly rate. All travel time will be billed, portal to portal, at the hourly rate in effect on the day of travel.
General Terms and Conditions
Services will be billed via invoice once a month. All vehicle travel and meal expenses are included in the
hourly rate. All other expenses, (hotel, airline, rental car, etc.), will be billed at documented cost plus 10%
service charge. All invoices are Net 30 days.
Prices are valid for a period of 60 Days unless specified.
Revised 7/15/04