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HomeMy WebLinkAbout4467 +--------------------------------------~-----------------------------------+ +Enter Search Criteria, Press Esc Key to Transmit + +press Del Key to Terminate Delete Mode + + 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 + .+ + +--------------------------------------------------------------------------+ 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