HomeMy WebLinkAboutEnvironmental Application System Technology - Reuse Moisture Probei 6 q «4
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT, made and entered into between the City of Pasco, hereinafter
referred to as the "City", and Environmental Application System Technology. hereinafter
referred to as the "Consultant".
WHEREAS, the City desires to engage the professional services and assistance of a
consulting firm to provide professional engineering services with respect to Reuse Moisture
Probe.
NOW, THEREFORE, in consideration of mutual benefits accruing, it is agreed by and
between the parties hereto as follows:
1. Scone of work The scope of work shall include all services and material
necessary to accomplish the above mentioned objectives in accordance with Exhibit A.
2. Ownership and use of documents. All research, tests, surveys, preliminary data
and any and all other work product prepared or gathered by the Consultant in preparation for the
services rendered by the Consultant shall not be considered public records, provided, however,
that:
A. All final reports, presentations and testimony prepared by the Consultant
shall become the property of the City upon their presentation to and acceptance by the City and
shall at that date become public records.
B. The City shall have the right, upon reasonable request, to inspect, review
and, subject to the approval of the Consultant, copy any work product.
C. In the event that the Consultant shall default on this Agreement, or in the
event that this contract shall be terminated prior to its completion as herein provided, the work
product of the Consultant, along with a summary of work done 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 contract. The summary of work done shall be prepared at
no additional cost, if the contract is terminated through default by the contractor. If the contract
is terminated through convenience by the City, the City agrees to pay contractor for the
preparation of the summary of work done.
3. Payments. The Consultant shall be paid by the City for completed work for
services rendered under this Agreement as provided hereinafter. 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 work.
A. Payment for work accomplished under the terms of this Agreement shall be
on a Lump Sum basis as set forth on the fee schedule found in the project proposal, provided, in
no event shall the payment for all work performed pursuant to this Agreement exceed the sum of
$7,852.30, without approval from the City.
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B. All vouchers shall be submitted by the Consultant to the City for payment
pursuant to the terms of this Agreement. The City shall pay the appropriate amount for each
voucher to the Consultant. The Consultant may submit vouchers to the City monthly during the
progress of the work for payment of completed phases of the project. Billings shall be reviewed
in conjunction with the City's warrant process.
C. The costs records and accounts pertaining to this Agreement are to be kept
available for inspection by representatives of the City for a period of three (3) years after final
payment. Copies shall be made available upon request.
4. Time of performance. The Consultant shall perform the work authorized by this
Agreement promptly and before December 31, 2012.
5. Indemnification.
5.1 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, or caused or occasioned in whole or in part by reason of errors, negligent acts or
omissions, or the presence 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.
5.2 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.
5.3 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.
5.4 No liability shall attach to the City by reason of entering into this
Agreement except as expressly provided herein.
5.5 This waiver has been mutually negotiated by the parties, and the
provisions of this section shall survive the expiration or termination of this Agreement.
6. General and professional liability insurance. The Consultant shall secure and
maintain in full force and effect during performance of all work pursuant to this contract a policy
of comprehensive general liability insurance providing coverage of at least $500,000 per
occurrence and $1,000,000 aggregate for personal injury; $500,000 per occurrence and aggregate
for property damage; and professional liability insurance in the amount of $1,000,000. Such
general liability policies shall name the City as an additional insured and shall include a
provision prohibiting cancellation of said policy, except upon thirty (30) days written notice to
the City. The City shall be named as the certificate holder on the general liability insurance.
Certificates of coverage shall be delivered to the City within fifteen (15) days of execution of this
Agreement.
7. Discrimination prohibited. Consultant shall not discriminate against any
employee or applicant for employment because of race, color, religion, age, sex, national origin
or physical handicap.
8. Consultant is an independent contractor. The parties intend that an independent
contractor relationship will be created by this Agreement. No agent, employee or representative
of the Consultant shall be deemed to be an agent, employee or representative of the City for any
purpose. Consultant shall be solely responsible for all acts of its agents, employees,
representatives and subcontractor during the performance of this contract.
9. City approval. Notwithstanding the Consultant's status as an independent
contractor, results of the work performed pursuant to this contract must meet the approval of the
City.
10. Termination. This being an Agreement for professional services, either party
may terminate this Agreement for any reason upon giving the other party written notice of such
termination no fewer than ten (10) days in advance of the effective date of said termination.
11. Integration. The Agreement between the parties shall consist of this document and
the Consultant's proposal attached hereto. These writings constitute the entire Agreement of the
parties and shall not be amended except by a writing executed by both parties. In the event of
any conflict between this written Agreement and any provision of Exhibit A, this Agreement
shall control.
12. Non -waiver. 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 provision.
13. Non -assignable. The services to be provided by the contractor shall not be
assigned or subcontracted without the express written consent of the City.
14. Covenant against contingent fees. The Consultant warrants that he has not
employed or retained any company or person, other than a bona fide employee working solely for
the Consultant, to solicit or secure this contract, and that he has not paid or agreed to pay any
company or person, other than a bona fide employee working solely for the Consultant, any fee,
commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or
resulting from the award of making of this contract. For breach or violation of this warranty, the
City shall have the right to annul this contract without liability or, in its discretion to deduct from
the contract price or consideration, or otherwise recover, the full amount of such fee,
commission, percentage, brokerage fee, gift, or contingent fee.
15. General Provisions. For the purpose of this Agreement, time is of the essence.
Should any dispute arise concerning the enforcement, breach or interpretation of this Agreement,
venue shall be placed in Franklin County, Washington, the laws of the State of Washington shall
apply, and the prevailing parties shall be entitled to its reasonable attorney fees and costs.
16. Notices. Notices to the City of Pasco shall be sent to the following address:
City of Pasco
P. O. Box 293
Pasco, WA 99301
Notices to the Consultant shall be sent to the following address:
Environmental Application Systems Technology
1304 Modoc Street
Walla Walla, WA 99362
Receipt of any notice shall be deemed effective three (3) days after deposit of written notice in
the U. S. mails, with proper postage and properly addressed.
DATED THIS
ATTEST
DAY OF 2012
CONSULTANT
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APPROVED AS TO FORM
Debbie Clark, City Clerk Leland B. Kerr, City Attorney
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PROJECT SCOPE AND ESTIMATE
1304 Modoc Street
Walla Walla, WA 99362
(509) 723-2951
TO:
Derek Benningfield / Rod Merry
City of Pasco - Public Works Department
1025 S. Third
Pasco, WA 99301 (509) 727-7101
JOB DESCRIPTION
Industrial Reuse Moisture Data Concentrator
Modify PLC programming for capture of incoming Field Moisture Probe Data.
Modify InTouch and Historian Databases for display and logging of data.
Modify IPS Touchscreen for data display and alarms
ITEMIZED ESTIMATE: TIME AND MATERIALS AMOUNT
Data Concentrator
$3,400.00
Automation Direct Programming - Program DI -06 PLC for capture of all Moisture probe data.
This includes 4 Moisture readings, 2 Salinity readings and Battery Voltage from each RTU.
Create a Low Battery Warning Alarm that will display at the IPS Touchscreen and InTouch.
Create a Data Fail for each RTU that will display at the IPS Touchscreen and InTouch if no NEW packets
are received at an operator adjustable interval (minutes).
IPS Touchscreen
$680.00
Modify IPS Red Lion Touchscreen to display Moisture Probe Data and Alarms.
1 - Moisture Overview Page
14 - Circle Moisture Pages
14 - Circle Moisture Trend Pages
InTouch and Historian
$2,720.00
Modify InTouch to display Moisture Probe Data and Alarms.
1 - Update InTouch Database to include All Moisture probe Data
1 - Moisture Overview Page
14 - Modify Existing Circle Screens
Modify Historian Database to Log Moisture Probe Data
Additional Option: Touchscreen Alarm Text Notification
Add Cellular Modem Option w/antenna
$372.30
Configure and Test Text Messaging for ALL REUSE Alarms
$680.00
The City will need to assume a Text messaging plan for this option. It will be a pay as you go monthly
plan. Rates will vary and could be around $30 per month.
TOTAL ESTIMATED JOB COST
$7,852.30
This is an estimate only, not a contract. This estimate is for completing the job described above, based on our evaluation. It
does not include unforeseen price increases or additional labor and materials which may be required should unforeseen problems arise.
K. John Reinkens November 26, 2012
PREPARED BY DATE