HomeMy WebLinkAboutCH2MHill - PSA Northwest Commons Sanitary Lift StationORICINAL
PROFESSIONAL SERVICES AGREEMENT
NORTHWEST COMMONS SANITARY LIFT STATIONS
THIS AGREEMENT is made and entered into between the City of Pasco, a Washington
Municipal Corporation, hereinafter referred to as "City", and g@!, hereinafter referred
to as "Consultant."
RECITALS
WIIEREAS, 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 qualifred 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. Scone of Services. The Consultant shall perlorm such services and accomplish such
tasks, including the fumishing 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 [!!!!!1!, attached hereto and incorporated herein (the "Project").
2. Term. This Project shall begin on Anril 15. 2013, and promptly be completed by
November 1. 2013, in accordance with the schedule.
3. Compensation and Pavment.
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
scrvices identified and set forth in this Agreement except as may be authorized by
a prior written supplemental agreement approved by the City.
3.3 The City shall pay the Consultant for work performed under this Agteement upon
timely submitted invoices detailing work performed and expenses for which
reimburs. ment is sought. The City shall approve all invoices before payment is
issued. F ryment shall occur within thirty (30) days of receipt and approval of an
invoice.
Professional Seruices Agreen'ent- I
J.+The City shall pay the Consultant for such services as follows:
t I 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 Exhibit C, plus
actual expenses incurred as provided under this Agreement, but not to
exceed a total of S without the prior written authorization
by the City; or
Fixed Sum: A total of S!!!!; or
Other:
for all work performed and expenses incurred under this Agreement.
4, Reports and Insnections,
4.1 The Consultant at such times and in such forms as the City may require, shall
fumish 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 CiW 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 Agteement, shall obtain all permits and
regisfiation 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.
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
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Professional Services Apreement- 2
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.
Ownership and Use of Docunents.
All research, tests, sluveys, 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 rurder 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.
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 ofthe summary of services provided.
Public Records.
Consultant acknowledges that the City is an agency subject to Chaptet 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 its prior public citation by the City in connection with
City action.
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
5.1
5.2
6.r
6.2
Professional Services Agreement- 3
1
providing the records, or by identifuing 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) working 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.
Indenendent 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 ofthe Consultant shall be deemed to
be an employee, agent, officer, or representative ofthe 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 fulI 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 defrnition 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.
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.
Indemnification.
7.4
Professional Sewices Agreement- 4
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 prcperty, and all losses, damages,
demands, suits, judgments, including attomey 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 lnsurance, Title 5 I 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 attomey 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 ofthis
section shall survive the expiration or termination ofthis 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:
9.1.1 Automobile Liability insurance covering all owned, non-owned, hired and
leased vehicles. Coverage shall be written on Insurance Services Offrce
(ISO) form CA 00 0l or a substitute form providing equivalent liability
coverage. If necessary, the policy shall be endorsed to provide contractual
liability coverage.
Professional Services Asreement- 5
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.
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 Liabilitv insurance shall be written with limits no
less than:
tl $1,000,000 each occurrence;
t I $2,000,000 general aggregate; or
tX I $!gi!!!q each occrurence; and $Zg!!b Ceneral aggregate
9.2.3 Professional Liability insurance shall be written with limits no less than:
$1,000,000 per claim;
$1,000,000 policy
^ggregate
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.
9.3.2 T\e 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, retum receipt requested, has been given to the
City.
9.2
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Professional Services Apreement- 6
10.
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 Coveraee. Consultant shall fumish 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.
Nondiscrimination. In the performance of this Agreement, the Consultant will not
discriminate against any employee or applicant for employment on the gtounds 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 oftheir 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 ensue full compliance with local, State and Federal laws prohibiting
discrimination in employment.
Covenant Asainst Continsent 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 wananty, the City shall have the right to
terminate this Agreement.
Assisnment 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 ofany 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,
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
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Professional Services Asreem€nt- ?
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) calendar days written
notice in the advance ofthe effective date ofsuch termination.
13.2 Termination for Cause. If the Consultant fails to perform 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 conect such noncompliance within five (5)
calendar 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 for complying with the terms of this
Agreement.
General Provisions.
14.1 For the purpose ofthis Agreement, time is ofthe 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.I For the City:Ahmad Qayoumi
Public Works Director, or his designee
525 North 3rd
Pasco WA 99301
qayoumia@pasco-wa.gov
14.3.2 For the Consultant: CII2MHILL
295 Bradley Blvd., Suite 300
Richland. WA 99352
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 govemed by the laws of the State of
Washineton.
14.
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Professional Services Asreement- 8
16.
17.
18.
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 pusuant 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, Washinglon. The substantially prevailing party shall be entitled
to its reasonable attomey fees and costs as additional award and judgment against
the other.
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.
Integration. This Agreement between the parties consist 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.
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 WITNESS WHEREOF, the parties have caused this Agreement to be executed on
CITY OF
By:
525
Pasco WA 99301
By:
295 Bradley Blvd., Suite 300
Richland, WA99352
(s0e)
E-Mail
ATTEST:
Debbie Clark. Ciw Clerka-)APPRd(EDIAS TO FORM:t -
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Leland B. Kerr, City Attomey
Professional Services A{eement- 9
EXHIBITA
SCOPE OF WORK Gl{2dtllHlLLo
Bidding Assistance and Services-During-Construction for the
NW Commons Development Sanitary Sewer Lift Stations
Background
CH2M Hltt ENGINEERS, lNC. (CONSULTANT) provided engineering services for the City of Pasco {CITY) for the
design of the NW Commons Development Sanitary Sewer Lift Stations (PROJECf) under a Professional Services
Agreement (AGREEMENT) between the parties dated September 19,2011. The design included three
independent Lift Stations named "Phase 3", "NW", and "NE". The developer is currently engaging in the
construction of the Phase 3 Lift Station.
The CITY has requested the CONSUITANT prepare a scope of work for providing Services-During-Construction
(sDC) for the Phase 3 Lift Station as an Amendment to the AGREEMENT.
General Assumptions and Considerations
Our approach and level of effort is based on the followinS assumptions and considerations:
1. TheC|TYwill provide daily onsite construction oversight and construction inspection.
2. Assistance with reiecting defective work and claims and disputes by the CoNSUITANT is not included.
The following Tasks describe the work to be performed under this Amendment. Changes to the work effort
described shall be mutually agreed to in advance of any work and may result in changes to the schedule or fee
and may require an additional amendment to the Agreement.
Task 5 - Project Management (Tasks Continued from Original Scope)
Under this task, the following general proiect management activities will be provided:
. Prepare, implement, monitor, and update the project work and health and safety plan.
. Conduct pro.iect discussions with the City's project team (engineering and operations). These are separate
from scheduled design review meetings and will be held by telephone.
. Prepare and submit invoices to the City on a monthly basis. The invoice will include a brief status report
outlining work accomplished during that invoice period.
Deliverables: Monthly invoices with integrated stotus updotes
Task 6 - Construction Phase Services
CONSUTTANT will provide Services during Construdion to include review of submittals, clarifications of design
intent, and similar assistance.
Subtask 6.1--Construction Progress Meetings
The CONSULTANT's Mechanical Engineer will meet with the Contractor and the CITY at the PROJECT site (or other
local location as determined) durinS the construction period in jointly held construction progress meetings to
review and discuss; U the previous progress of the work, 2) the proposed upcoming work, 3) coordination
requirements between the Contractor and the CITY, and 4) interpretations of the Contract Documents. The basis
of scope of work for this item is 2 meetings and a total of 8 man-hours. lt is assumed that the CITY'S construction
manager will host the meetings and record meeting minutes.
Subtask 6.2-Submittals
The CONSUTTANT will review for approval those shop drawings and samples forwarded by the CITY and in
accordance with the Schedule of Shop Drawings and Sample submittals. The CONSUI-TANls review and approval
will be only to determine if the items covered by the submittals will, after installation or incorporatlon in the
NW COMMONS DEVELOPIIENT 6ANIIARY SEWER UFT STATIONS
Work, conform to the information given in the Contract Oocuments and be compatible with the design concept of
the completed PROJECT as a functioning whole as indicated by the Contract Documents.
In addition, the coNSULTANT will keep on file copies of submittals reviewed and approved by the CITY, and will
refer to them as required when responding to requests for clarifications and interpretations.
The CONSUTTANT will review and approve the tnformational Submittals which are forwarded by the CIW except
for the following: 1) Applications for Paymentj 2) Certificates, including installer, material test, successful testing
or inspection, manufacture/s compliance; and proper installation; 3) Contract Closeout Submittals;4)
Manufacture/s Instructions; 5)schedules, including values, estimated progress payments, and progress; 5)
Special Guarantees; 7) Statement of eualifications; 8) Submittals Required by Laws, Regulations, and GoverninS
Agencies;9)Test and Inspection Reports; 1O)Testing and Startup Data; and, 11)Training Data.
The CONSULTANT will act upon Contractor's submittals and transmit responses not later than 14 calendar davs
after receip! unless otherwise specified in the contract documents.
The basis ofthe CONSULTANT'S scope of work for Subtask is 20 submittals for a total of 40 man-hours. The basis
of the scope of work does not include submittal review in excess of two reviews for substantiallv the same
submittal.
Subtask 6.3-Clarifications and Interpretation of Contract Documents
The CONSULTANT will issue, with reasonable promptness, such written clarifications or interpretations of the
requirements of the contract Documents as the clw may request or which the coNsULTANT deems necessary
and the CITY concurs, and which shall be consistent with the intent of and reasonably inferable from the contract
Documents. Such written clarifications and interpretations shall be binding on the ClTy and the Contractor. lf the
CITY and the Contractor are unable to agree on the amount or extent, if any, of any adjustment in the contract
price or contract times, or both, that should be allowed as a result of a written clarification or interoretation. a
claim may be made as provided for in the Contract Documents.
ln addition, the CITY will issue, with reasonable promptness, such written clarifications or interpretations of the
requirements ofthe contract Documents as the clry may determine necessary, which shall be consistent with the
intent of and reasonably inferable from the from the contract Documenrs.
The CoNSULTANT will act upon contractor's requests for informatlon and transmit response not later than 14
calendar days after receipt. A total of 16 man-hours is assumed for this effort
Subtask 6.4-Authorizing Variations in Work
When deemed appropriate, the clTY's field staff will consult with the CONsULTANT,s office support staff prior to
the clTY authorizing minor variations in the work from the requirements of the contract Documents which do not
involve an adjustment in the contract price or the contract times and are compatibte with the design concept of
the completed PRoJECT as a functioning whole asindicated bythe contract Documents. Atotal of gman-hoursis
assumed for this effort.
subtask 6.5- conference call Review Meetings attended by clry and CONSULTANT
The coNSULTANT's proiect manager and/or mechanical engineer will attend a conference callwith the ctTy,s
assigned project management team once per two-week period. The purpose of the meetings will be to
communicate the overall project status and identify project issues that affect: 1) the Contracto/s progress on the
project, 2) the coNsuLTANrs progress toward completing engineering tasks, and 3) the coNsuLTANrs budget.
The goal of the meetings will identify project problems and initiate solutions for the benefit of the project. The
basis of scope of work for this subtask is 4 meetings and a total of g man_hours.
Compensation
Compensation for the services desoibed in this document shall be on a Time & Materials basis with a total fee not
to exceed S13,269 (Thirteen Thousand Two Hundred Sixty Nine Dollarslwithout written amendment mutuallv
agreed to by CONSUTTANT and ClTy.
NW COI|MOIIS DEVEIOPIiEMI SANITANY SEWER UFT STANO S
The total fee is broken down by Task as follows. Amounts not used to complete a Task may be reassigned to
another Task without requiring a formal amendment, but such a reassignment requires approval by CIW Project
Manager.
Fee Budtet by T.sk
Task 5 Projed Management 51,695
Task 5 Services During Construction 511,574
TotllFee 513,269