HomeMy WebLinkAboutBerger ABAM - PSA Dietrich Lift Station Prelim DesignORIGINAL
PROFESSIONAL SERVICES AGREEMENT
Dietrich Lift Station Preliminary Design Project
THIS AGREEMENT is made and entered into between the City of Pasco, a Washington
Municipal Corporation, hereinafter referred to as "City", and BergerABAM, hereinafter referred
to as "Consultant."
RECITALS
WHEREAS, the City desires to have certain services and/or tasks performed as set forth
below requiring specialized skills, training, equipment, and other supportive capabilities; and
WHEREAS, the Consultant represents that it is qualified and possesses sufficient skills,
experience, equipment, and necessary capabilities, including: technical and professional
expertise, when required, to perform the services and/or tasks as set forth in this Agreement upon
which the City is relying.
NOW, THEREFORE, in consideration of the mutual covenants, and performances
contained herein, the parties agree as follows:
1. Scope of Services. The Consultant shall perform such services and accomplish such
tasks, including the furnishing of all labor, materials, facilities and equipment necessary
for full performance thereof, as identified and designated as Consultant's Responsibilities
throughout this Agreement, and as more particularly described in Scope of Work detailed
in Exhibit A, attached hereto and incorporated herein (the "Project").
2. Term. This Project shall begin on April 14, 2015, and promptly be completed within
forty-two (42) calendar days (6 weeks), in accordance with the schedule attached hereto
as Exhibit A.
3. Compensation and Payment.
3.1 Payment for services provided hereunder shall be made following the
performance of such services. Such payment shall be full compensation for work
performed or services rendered, and for all labor, materials, supplies, equipment,
and incidentals necessary to complete the Project.
3.2 No payment shall be made for any services rendered by the Consultant except for
services identified and set forth in this Agreement except as may be authorized by
a written supplemental agreement approved by the City.
3.3 The City shall pay the Consultant for work performed under this Agreement upon
timely submitted invoices detailing work performed and expenses for which
reimbursement is sought. The City shall approve all invoices before payment is
Professional Services Agreement- BergerABAM
Dietrich Lift Station Preliminary Design Project Page 1 of 9
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issued. Payment shall occur within thirty (30) days of receipt and approval of an
invoice.
3.4 The City shall pay the Consultant for all work performed and expenses incurred
under this Agreement, as follows.
❑ Hourly (Single Rate): $ per hour plus actual expenses
incurred as provided under this Agreement, but not to exceed a total of
$ without prior written authorization by the City; or
® Hourly (Multiple Rate): Such rates as identified on the attachment to
Exhibit A, plus actual expenses incurred as provided under this
Agreement, but not to exceed a total of $26,340 without the prior written
authorization by the City; or
❑ Fixed Sum: A total of $ ; or
® Other: The City shall submit invoices paid related to this project to
Oregon Potato Company d/b/a Freeze Pack for reimbursement, in the
amount not to exceed $30,000, as agreed in the Letter of Understanding
attached as Exhibit B.
4. Reports and Inspections.
4.1 The Consultant at such times and in such forms as the City may require, shall
furnish to the City such statements, records, studies, surveys, reports, data, and
information as the City may request pertaining to matters covered by this
Agreement.
4.2 The Consultant shall, at any time during normal business hours and as often as the
City or the Washington State Auditor may reasonably deem necessary, make
available for examination all of its records and data with respect to all matters
covered, directly or indirectly, by this Agreement and shall permit the City, or its
designated authorized representative to audit and inspect other data relating to all
matters covered by this Agreement. The City shall receive a copy of all audit
reports made by the agency or firm as to the Consultant's activities. The City
may, at its discretion, conduct an audit at its expense, using its own or outside
auditors, of the Consultant's activities which relate, directly or indirectly, to this
Agreement. Consultant shall be provided a copy of such reports.
4.3 The Consultant, during the term of this Agreement, shall obtain all permits and
registration documents necessary for the performance of its work and for the
execution of services at its own expense, and shall maintain its validity. Upon
request, the Consultant shall deliver to the City copies of these licenses,
registration documents, and permits or proof of their issuance or renewal.
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Dietrich Lift Station Preliminary Design Project Page 2 of 9
4.4 Consultant shall maintain books, records and documents, which sufficiently and
properly reflect all direct and indirect costs related to the performance of this
Agreement, and shall maintain such accounting procedures and practices as may
be necessary to assure proper accounting of all funds paid pursuant to this
Agreement. These records shall be subject, at all reasonable times, to inspection,
review, or audit as provided above.
4.5 The Consultant shall retain all books, records, documents or other material
relevant to this Agreement for three (3) years after its expiration. Consultant
agrees that the City, or its designee, shall have full access and right to examine
any of said materials at all reasonable times during this period.
5. Ownership and Use of Documents.
5.1 All research, tests, surveys, preliminary data, information, drawings and
documents made, collected, or prepared by the Consultant for performing the
services subject to this Agreement, as well as any final product, collectively
referred to as "work product," shall be deemed as the exclusive property of the
City, including copyright as secured thereon. Consultant may not use them except
in connection with the performance of the services under this Agreement or with
the prior written consent of the City. Any prior copyrighted materials owned by
the Consultant and utilized in the performance of the services under this
Agreement, or embedded in with the materials, products and services provided
thereunder, shall remain the property of the Consultant subject to a license
granted to the City for their continued use of the products and services provided
under this Agreement. Any work product used by the Consultant in the
performance of these services which it deems as "confidential," "proprietary," or
a "trade secret" shall be conspicuously designated as such.
5.2 In the event of Consultant's default, or in the event that this Agreement is
terminated prior to its completion, the work product of the Consultant, along with
a summary of the services performed to date of default or termination, shall
become the property of the City, and tender of the work product and summary
shall be a prerequisite to final payment under this Agreement. The summary of
services provided shall be prepared at no additional cost, if the Agreement is
terminated through default by the Consultant. If the Agreement is terminated
through convenience by the City, the City agrees to pay Consultant for the
preparation of the summary of services provided.
6. Public Records.
6.1 Consultant acknowledges that the City is an agency subject to Chapter 42.56
RCW "Public Records Act." All preliminary drafts or notes prepared or gathered
by the Consultant, and recommendations of the Consultant are exempt prior to the
acceptance by the City or public citation by the City in connection with City
action.
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6.2 If the Consultant becomes a custodian of public records of the City and request
for such records is received by the City, the Consultant shall respond to the
request by the City for such records within five (5) business days by either
providing the records, or by identifying in writing the additional time necessary to
provide the records with a description of the reasons why additional time is
needed. Such additional time shall not exceed twenty (20) business days unless
extraordinary good cause is shown.
6.3 In the event the City receives a public records request for protected work product
of the Consultant within its possession, the City shall, prior to the release of any
protected work product or as a result of a public records request or subpoena,
provide Consultant at least ten (10) business days prior written notice of the
pending release and to reasonably cooperate with any legal action which may be
initiated by the Consultant to enjoin or otherwise prevent such release.
7. Independent Contractor Relationship.
7.1 The parties intend that an independent contractor relationship is created by this
Agreement. The City is interested primarily in the results to be achieved; subject
to the scope of services and the specific requirements of this Agreement, the
implementation of services will lie solely with the discretion of the Consultant.
No agent, employee, officer or representative of the Consultant shall be deemed to
be an employee, agent, officer, or representative of the City for any purpose, and
the employees of the Consultant are not entitled to any of the benefits or
privileges the City provides for its employees. The Consultant will be solely and
entirely responsible for its acts and for the acts of its agents, employees, officers,
subcontractors or representatives during the performance of this Agreement.
7.2 In the performance of the services provided in this Agreement, Consultant is an
independent contractor with full authority to control and direct the performance of
the details of the work, however, the results of the work contemplated herein must
meet the approval of the City and shall be subject to the City's general rights of
inspection and review to secure the satisfactory completion thereof.
7.3 The Consultant shall comply with all State and Federal laws including, but not
limited to:
7.3.1 The definition requirements of RCW 50.04.140 (Employment Security).
7.3.2 RCW 51.08.195 (Industrial Insurance).
7.3.3 Obtain a City of Pasco business license.
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7.4 The City may, at its sole discretion, require the Consultant to remove any
employee, agent or servant from employment on this Project who, in the City's
sole discretion, may be detrimental to the City's interest.
8. Indemnification.
8.1 The Consultant shall defend, indemnify, and hold harmless the City, its officers,
officials, agents, employees, and volunteers from any and all claims and causes of
action, including, but .not limited to, actions of law or administrative proceedings
for all injuries to persons or damages to property, and all losses, damages,
demands, suits, judgments, including attorney fees, arising out of, or as a result
of, or in connection with the work performed under this Agreement, and caused or
occasioned in whole or in part by reason of errors, negligent acts or omissions of
the Consultant or its subcontractors in the performance of this Agreement, except
for injuries and damages caused by the sole negligence of the City, its officers,
employees, agents, and volunteers.
8.2 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
injuries or damages to property caused by or resulting from the concurrent
negligence of the Consultant, and the City, its officers, employees, agents and
volunteers, the Consultant's liability and obligation to defend hereunder shall only
be the proportionate extent of the Consultant's negligence.
8.3 It is further agreed that the indemnification provided herein constitutes the
Consultant's waiver of immunity under Industrial Insurance, Title 51 RCW,
solely for the purposes of this indemnification.
8.4 No liability shall attach to the City by reason of entering into this Agreement
except as expressly provided herein.
8.5 This indemnification shall include damages, penalties and attorney fees sustained
as a result of Consultant's delayed or failed performance of Section 6 above.
8.6 This waiver has been mutually negotiated by the parties, and the provisions of this
section shall survive the expiration or termination of this Agreement.
9. 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.
9.1 Minimum Scope of Insurance. Consultant shall obtain insurance of the types
described below:
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9.1.1 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 fonn providing equivalent liability
coverage. If necessary, the policy shall be endorsed to provide contractual
liability coverage.
9.1.2 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.
9.1.3 Workers' Compensation coverage as required by the Industrial Insurance
laws of the State of Washington.
9.1.4 Professional Liability insurance appropriate to the Consultant's profession.
9.2 Minimum Amounts of Insurance. Consultant shall maintain the following
insurance limits:
9.2.1 Automobile Liability insurance with a minimum combined single limit for
bodily injury and property damage of $1,000,000 per accident.
9.2.2 Commercial General Liability insurance shall be written with limits no
less than:
❑ $1,000,000 each occurrence;
❑ $2,000,000 general aggregate; or
® $1,000,000 each occurrence and $2,000,000 general aggregate.
9.2.3 Professional Liability insurance shall be written with limits no less than:
® $1,000,000 per claim;
❑ $1,000,000 policy aggregate limit; or
❑ $ per claim; and $ per policy aggregate limit
9.3 Other Insurance Provisions. The insurance policies are to contain, or be endorsed
to contain, the following provisions for Automobile Liability, Professional
Liability, and Commercial General Liability insurance:
9.3.1 The Consultant's insurance coverage shall be primary insurance as
respects the City. Any insurance, self-insurance, or insurance pool
coverage maintained by the City shall be excess of the Consultant's
insurance and shall not contribute with it.
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Dietrich Lift Station Preliminary Design Project Page 6 of 10
9.3.2 The Consultant's insurance shall be endorsed to state that coverage shall
not be cancelled by either party, except after thirty (30) days prior written
notice by certified mail, return receipt requested, has been given to the
City.
9.4 Acceptability of Insurers. Insurance is to placed with insurers with a current A.M.
Best rating of not less than A: VII.
9.5 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.
10. Nondiscrimination. In the performance of this Agreement, the Consultant will not
discriminate against any employee or applicant for employment on the grounds of race,
creed, color, national origin, sex, marital status, age or the presence of any sensory,
mental or physical handicap; provided that the prohibition against discrimination in
employment because of handicap shall not apply if the particular disability prevents the
proper performance of the particular worker involved. The Consultant shall ensure that
applicants are employed, and that employees are treated during employment in the
performance of this Agreement without discrimination because of their race, creed, color,
national origin, sex, marital status, age or the presence of any sensory, mental or physical
handicap. Consultant shall take such action with respect to this Agreement as may be
required to ensure full compliance with local, State and Federal laws prohibiting
discrimination in employment.
11. Covenant Against Contingent Fees. The Consultant warrants that it has not employed
nor retained any company, firm, or person, other than a bona fide employee working
exclusively for the Consultant, to solicit or secure this Agreement; and that it has not paid
or agreed to pay any company, person or firm, other than a bona fide employee working
exclusively for the Consultant, any fee, commission, percentage, brokerage fee, gift, or
other consideration contingent upon or resulting from the award or making of this
Agreement. For breach or violation of this warranty, the City shall have the right to
terminate this Agreement.
12. Assignment and Subcontracting.
12.1 The City has awarded this Agreement to the Consultant due to its unique
qualifications to perform these services. The Consultant shall not assign (or
subcontract other than as specifically identified in Exhibit A) its performance
under this Agreement or any portions of this Agreement without the prior written
consent of the City, which consent must be sought at least thirty (30) days prior to
the date of any proposed assignment.
12.2 Any work or services assigned or subcontracted hereunder shall be subject to each
provision of this Agreement including Section 6, Public Records; Section 10,
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Nondiscrimination; proper bidding procedures where applicable; and all local,
State and Federal statutes, ordinances and guidelines.
12.3 Any technical or professional service subcontract not listed in this Agreement,
must have prior written approval by the City.
13. Termination.
13.1 Termination for Convenience. Either party may terminate this Agreement for any
reason upon giving the other party no less than ten (10) business days written
notice in advance of the effective date of such termination.
13.2 Termination for Cause. If the Consultant fails to perforin in the manner called for
in this Agreement, or if the Consultant fails to comply with any other provisions
of this Agreement and fails to correct such noncompliance within five (5)
business days of written notice thereof, the City may terminate this Agreement for
cause. Termination shall be effected by serving a notice of termination on the
Consultant setting forth the manner in which the Consultant is in default. The
Consultant will only be paid for services and expenses complying with the terms
of this Agreement, incurred prior to termination.
14. General Provisions.
14.1 For the purpose of this Agreement, time is of the essence.
14.2 Notice. Notice provided for in this Agreement shall be sent by:
14.2.1 Personal service upon the Project Administrators.
14.2.2 Certified mail to the physical address of the parties, or by electronic
transmission to the e-mail addresses designated for the parties below.
14.3 The Project Administrator for the purpose of this Agreement shall be:
14.3.1 For the City: Ahmad Qayoumi, or his/her designee
Public Works Director
525 North 3`a
PO Box 293
Pasco WA 99301
aayoumia@Xasco-wa.Qov (e-mail address)
14.3.2 For the Consultant: Matt Huxley, PE, or his/her designee
Project Engineer
700 NE Multnomah St., Suite 900
Portland, OR 97232-4189
Matt.huxleyC-b,abarn.com (e-mail address)
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15. Dispute Resolution.
15.1 This Agreement has been and shall be construed as having been made and entered
into and delivered within the State of Washington and it is agreed by each party
hereto that this Agreement shall be governed by the laws of the State of
Washington.
15.2 In the event of a dispute regarding the enforcement, breach, default, or
interpretation of this Agreement, the Project Administrators, or their designees,
shall first meet in a good faith effort to resolve such dispute. In the event the
dispute cannot be resolved by agreement of the parties, said dispute shall be
resolved by arbitration pursuant to RCW 7.04A, as amended, with both parties
waiving the right of a jury trial upon trial de novo, with venue placed in Pasco,
Franklin County, Washington. The substantially prevailing party shall be entitled
to its reasonable attorney fees and costs as additional award and judgment against
the other.
16. Nonwaiver. Waiver by the City of any provision of this Agreement or any time
limitation provided for in this Agreement shall not constitute a waiver of any other
similar event or other provision of this Agreement.
17. Integration. This Agreement between the parties consists in its entirety of this document
and any exhibits, schedules or attachments verified by initials as a part of Exhibit A. Any
modification of this Agreement or change order affecting this Agreement shall be in
writing and signed by both parties.
18. Authorization. By signature below, each party warrants that they are authorized and
empowered to execute this Agreement binding the City and the Consultant respectively.
IN WITNES WHEREOF, the parties have caused this Agreement to be executed on
the ,' day of S 2015.
CITY OF PASCO, WASHINGTON
QZSA
Dav 1, City Manager
AT
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Debbie Clark, City Clerk
Professional Services Agreement - BergerABAM
Dietrich Lift Station Preliminary Design Project
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Leland B. Kerr, City Attorney
Page 9 of 9
is) BergerABAM
9 April 2015
Ahmad Qayoumi, PE
Public Works Director
City of Pasco
525 N. Third Avenue
Pasco, WA 99301
L51 131h .ti" ", "l, 3M! C,mwuvei. Washlagtul, 9&6603231
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RE: Scope and Fee for Dietrich Pump Station Preliminary Design
Dear Mr. Qayoumi:
BergerABAM is pleased to provide you with this scope and fee for providing engineering
services related to the preliminary design of the Dietrich wastewater pump station forcemain
and gravity return line. The pump station will be constructed by the City of Pasco (Pasco) to
serve three food processing businesses located in the vicinity of Dietrich Road and Commercial
Avenue. The pump station will convey screened liquid food waste to the City's existing Pasco
Water Reclamation Facility (PWRF) approximately 3.5 miles to the north. Following pre-
treatment, a portion of the process wastewater will be conveyed to farmland approximately 1.2
miles south of the PWRP via new gravity piping and there re -used for crop irrigation.
The project will be constructed in two phases. Phase 1 will he built to initially serve the
FreezPak property. Phase 2 will expand the project to include the two remaining businesses.
The City has identified the Phase 1 design flow to be 1.3 million gallons per day (MGD) and the
ultimate Phase 2 design flow to be 2.5 MGD.
Representatives of the City and BergerABAM met on 16 March 2015. This meeting served as a
kickoff meeting. This project scope of work includes the preliminary design of the pump
station, pressure sewer, and gravity re -use piping.
SCOPE OF WORK
The scope of work is divided into the following six tasks.
Task 1— Project Management
This task includes quality assurance and quality control (QA/QC), client communications,
invoicing, and budget tracking.
Deliverables: Monthly invoicing, requests for information
Task 2 — Existing Information Review
This task will review available information including any survey and geotechnical records from
the adjacent Commercial Avenue/Kahlotus Highway sanitary sewer and southeast interceptor
Exhibit A
Ahmad Qayoumi, PE
9 April 2015
Page 2
project. General geotechnical information will be obtained from the U.S. Department of
Agriculture (USDA) soils maps.
Deliverables: None
Task 3 —Utility Review and Coordination
This task includes a general review and identification of known utilities in the vicinity of the
pump station and forcemain. The task also includes coordination with the Franklin Public
Utilities District to determine power availability and grid reliability for the pump station in
order to ascertain if dedicated standby power is warranted.
Deliverables: None
Task 4 — Establish Basis of Design
This task will confirm the design flows provided by the City and use this information to size the
pump station, forcemain, and gravity Lines.
Deliverables: None
Task 5 — Draft Technical Memorandum
This task consists of preparing a draft technical memorandum summarizing the basis of design
and major project elements. The draft memorandum will include recommended strategies for
phasing the project along with calculations and an engineer's estimate of the probable cost of
construction. A draft memorandum will be submitted to the City for review and comment.
Deliverables: Draft Technical Memorandum
Task 6 — Draft Preliminary Plans
This task will prepare draft preliminary drawings considered to be a 15 percent level of
completion. Preliminary drawings will include general sheets (cover sheet, legend and
abbreviations, drawing index), a civil site plan, an enlarged pump station plan, and forcemain
and gravity piping plan and profiles. Piping plan and profile drawings will be prepared at
1 "=200' scale. The draft preliminary plans will be submitted to the City for review and
comment.
Deliverables: Draft Preliminary Drawings
Ahmad Qayoumi, PE
9 April 2015
Page 3
Task 7—Review Meeting
Following the City's review of the draft technical memorandum and draft preliminary plans,
representatives from the design team will meet with the City to review and clarify the
comments and redlines on the draft documents.
Deliverables: Review meeting minutes
Task S — Final Preliminary Submittal
This task will incorporate the City's review comments and redlines to the draft documents to
prepare a final technical memorandum and finalize the preliminary plans.
Deliverables: Final Technical Memorandum, Final Preliminary Drawings
Assumptions
The scope of work includes the following assumptions:
• The City will provide any available survey and geotechnical information from the
Kahlotus Avenue pump station project.
• Project -specific geotechnical investigations and survey will not be performed during this
preliminary design phase. If the existing information review warrants further
geotechnical and topographic surveys, then they will be performed in subsequent design
phases.
• The design of the Dietrich pump station will be based on the recently completed
Khalotus pump station.
• The preliminary pipeline plan and profile drawings will source the Franklin County
Geographic Information System for topographic data.
Schedule
The timeline for completing the work under this project is six weeks following notice to proceed
from the City.
Fee
BergerABAM proposes to perform the work under this contract on a time and materials basis
with a not to exceed fee of $26,340. Refer to the attached Exhibit A — Fee Estimate for a detailed
budget
Ahmad Qayoumi, PE
9 April 2015
Page 4
If the cost and schedule meet with your approval, please indicate your acceptance by signing
both original letters in the space provided and returning one original letter to us, retaining the
other letter and attachment for your files.
Sincerely,
MOO" r /114
Tom Wilcox, PE
Project Manager
Attachment: Exhibit A — Fee Estimate
Ahmad Qayoumi, PE
9 April 2015
Page 5
ACCEPTED BY
City of Pasco
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March 12, 2015
Ahmad Qayoumi
Public Works Director
City of Pasco
Dear Ahmad:
Per our meeting held on March 2, 2015, Oregon Potato Company, dba Freeze Pack, agrees to fund a 15%
design, not to exceed $30,000.00, of a new lift station located near the Pasco Kahlotus Fiiway and a new
pipeline to the Pasco Re -use Facility In order to get the project moving forward and to meet a
November, 2015 target. As invoices are received by the City, they will be submitted to Oregon Potato
Company dba Freeze Pack for reimbursement. It is anticipated by Oregon Potato Company dba Freeze
Pack that any amounts paid in this connection will be properly credited against its final share when the
project is completed.
Sincere,
Tim M. Tippet
Vice President
Exhibit 8