003-18 - Art Anderson Associates - ContractCITY OF PORT ORCHARD PROFESSIONAL SERVICES AGREEMENT
THIS Agreement is made effective as of the 9th dav of January 2018. by and between the City of
Port Orchard, a municipal corporation, organized under the laws of the State of Washington, whose
address is:
CITY OF PORT ORCHARD, WASHINGTON (hereinafter the “CITY”)
216 Prospect Street
Port Orchard, Washington 98366
l
!Phone: 360.876.4407 Fax: 360.895.9029Contact: Mayor Robert Putaansuu
And Art Anderson Associates, a corporation, organized under the laws of the State of
Washington, doing business at:
(hereinafter the “CONSULTANT”)Art Anderson Associates
202 Pacific Avenue
Bremerton, WA 98337
Phone: 360.479.5600 Fax: 360.479.5605Contact: Sean Hoynes, P.E.
Facilities Program Manager
for professional services in connection with the following Project:
2018 Kitsap Regional Library (Port Orchard Branch) Mechanical Engineering HVAC Design
and Ad Ready PS&E
TERMS AND CONDITIONS
1.Services by Consultant.
Consultant shall perform the services described in the Scope of Work attached to this
Agreement as Exhibit "A & B." The services performed by the Consultant shall not exceed the Scope of
Work without prior written authorization from the City.
A.
The City may from time to time require changes or modifications in the Scope of Work.
Such changes, including any decrease or increase in the amount of compensation, shall be agreed to by
the parties and incorporated in written amendments to the Agreement.
B.
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Schedule of Work.2.
A. Consultant shall perform the services described in the Scope of Work in accordance with
the Tasks identified within Exhibit “A & B” and the Terms of this Agreement. If delays beyond
Consultant's reasonable control occur, the parties will negotiate in good faith to determine whether an
extension is appropriate.
City of Port Orchard and Art Anderson Associates
Public Works Project No. PW20J8-001
Professional Service Agreement Contract No. C003-18
Lighthouse Rev 3/16/2016
1 of 8
Consultant is authorized to proceed with services upon receipt of a written Notice toB.
Proceed.
Terms. This Agreement shall commence on January 9. 2018 (“Commencement Date”) and
shall terminate August 31. 2018. unless extended or terminated in writing as provided herein.
Additionally, the City reserves the right to offer two-one year extensions prior to contract
expiration to retain the selected company’s services.
3.
4.Compensation.
LUMP SUM. Compensation for these services shall be a Lump Sum of $,
TIME AND MATERIALS NOT TO EXCEED. Compensation for these services shall not
exceed S3.800.00 without written authorization and will be based on the list of billing rates and
reimbursable expenses attached hereto as Exhibit “B.”
TIME AND MATERIALS. Compensation for these services shall be on a time and material
basis according to the list of billing rates and reimbursable expenses attached hereto as Exhibit
□i x
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□OTHER.
5.Payment.
A. Consultant shall maintain time and expense records and provide them to the City monthly
after services have been performed, along with monthly invoices in a format acceptable to the City for
work performed to the date of the invoice.
All invoices shall be paid by City warrant within sixty (60) days of receipt of a proper
invoice. If the City objects to all or any portion of any invoice, it shall so notify the Consultant of the
same within fifteen (15) days from the date of receipt and shall pay that portion of the invoice not in
dispute, and the parties shall immediately make every effort to settle the disputed portion.
B.
Consultant shall keep cost records and accounts pertaining to this Agreement available
for inspection by City representatives for three (3) years after final payment unless a longer period is
required by a third-party agreement. Copies shall be made available on request.
C.
On the effective date of this Agreement (or shortly thereafter), the Consultant shall
comply with all federal and state laws applicable to independent contractors, including, but not limited to,
the maintenance of a separate set of books and records that reflect all items of income and expenses of the
Consultant’s business, pursuant to Revised Code of Washington (RCW) 51.08.195, as required by law, to
show that the services performed by the Consultant under this Agreement shall not give rise to an
employer-employee relationship between the parties, which is subject to Title 51 RCW, Industrial
Insurance.
D.
E. If the services rendered do not meet the requirements of the Agreement, Consultant will
correct or modify the work to comply with the Agreement. City may withhold payment for such work
until the work meets the requirements of the Agreement.
City of Port Orchard and Art Anderson Associates
Public Works Project No. PW2018-001
Professional Service Agreement Contract No. C003-18
Lighthouse Rev 3/16/2016
2 of 8
6.Discrimination and Compliance with Laws
Consultant agrees not to discriminate against any employee or applicant for employment
or any other person in the performance of this Agreement because of race, creed, color, national origin,
marital status, sex, age, disability, or other circumstance prohibited by federal, state, or local law or
ordinance, except for a bona fide occupational qualification.
A.
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Even though the Consultant is an independent contractor with the authority to control and
direct the performance and details of the work authorized under this Agreement, the work must meet the
approval of the City and shall be subject to the City’s general right inspection to secure the satisfactory
completion thereof. The Consultant agrees to comply with all federal, state and municipal laws, rules and
regulations that are now effective or become applicable within the terms of this Agreement to the
Consultant’s business, equipment and personnel engaged in operations covered by this Agreement or
accruing out of the performance of such operations.
B.
Consultant shall obtain a City of Port Orchard business license prior to receipt of writtenC.
Notice to Proceed.
D. Violation of this Paragraph 6 shall be a material breach of this Agreement and grounds
for cancellation, termination, or suspension of the Agreement by City, in whole or in part, and may result
in ineligibility for further work for City.
Relationship of Parties. The parties intend that an independent contractor-client relationship
will be created by this Agreement. As the Consultant is customarily engaged in an independently
established trade which encompasses the specific service provided to the City hereunder, no agent,
employee, representative or sub-consultant of the Consultant shall be or shall be deemed to be the
employee, agent, representative or sub-consultant of the City. In the performance of the work, the
Consultant is an independent contractor with the ability to control and direct the performance and details
of the work, the City being interested only in the results obtained under this Agreement. 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. The Consultant will be solely and entirely responsible for its acts and for
the acts of its agents, employees, representatives and sub-consultants during the performance of this
Agreement. The City may, during the term of this Agreement, engage other independent contractors to
perform the same or similar work that the Consultant performs hereunder.
7.
Suspension and Termination of Agreement8.
Termination without cause. This Agreement may be terminated by the City at any time
for public convenience, for the Consultant’s insolvency or bankruptcy, or the Consultant’s assignment for
the benefit of creditors.
A.
Termination with cause. The Agreement may be terminated upon the default of the
Consultant and the failure of the Consultant to cure such default within a reasonable time after receiving
written notice of the default.
B.
Rights Upon Termination.
With or Without Cause. Upon termination for any reason, all finished or
unfinished documents, reports, or other material or work of Consultant pursuant to this
C.
1.
City of Port Orchard and Art Anderson Associates
Public Works Project No. PW2018-00I
Professional Service Agreement Contract No. C003-18
Lighthouse Rev 3/16/2016
3 of 8
Agreement shall be submitted to City, and Consultant shall be entitled to just and equitable
compensation for any satisfactory work completed prior to the date of termination, not to exceed
the total compensation set forth herein. Consultant shall not be entitled to any reallocation of
cost, profit or overhead. Consultant shall not in any event be entitled to anticipated profit on work
not performed because of such termination. Consultant shall use its best efforts to minimize the
compensation payable under this Agreement in the event of such termination. Upon termination,
the City may take over the work and prosecute the same to completion, by contract or otherwise.
■:
Default. If the Agreement is terminated for default, the Consultant shall not be
entitled to receive any further payments under the Agreement until all work called for has been
fully performed. Any extra cost or damage to the City resulting from such default(s) shall be
deducted from any money due or coming due to the Consultant. The Consultant shall bear any
extra expenses incurred by the City in completing the work, including all increased costs for
completing the work, and all damage sustained, or which may be sustained by the City by reason
of such default.
2.
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Suspension. The City may suspend this Agreement, at its sole discretion. Any
reimbursement for expenses incurred due to the suspension shall be limited to the Consultant's reasonable
expenses, and shall be subject to verification. The Consultant shall resume performance of services under
this Agreement without delay when the suspension period ends.
D.
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Notice of Termination or Suspension. If delivered to the Consultant in person,
termination shall be effective immediately upon the Consultant’s receipt of the City’s written notice or
such date as stated in the City’s notice of termination, whichever is later. Notice of suspension shall be
given to the Consultant in writing upon one week's advance notice to Consultant. Such notice shall
indicate the anticipated period of suspension. Notice may also be delivered to the Consultant at the
address set forth in Section 15 herein.
E.
Standard of Care. Consultant represents and warrants that it has the requisite training, skill and
experience necessary to provide the services under this agreement and is appropriately accredited and
licensed by all applicable agencies and governmental entities. Services provided by Consultant under this
agreement will be performed in a manner consistent with that degree of care and skill ordinarily exercised
by members of the same profession currently practicing in similar circumstances.
9.
10. Ownership of Work Product.
All data, materials, reports, memoranda, and other documents developed under this
Agreement whether finished or not shall become the property of City, shall be forwarded to City at its
request and may be used by City as it sees fit. Upon termination of this agreement pursuant to paragraph 8
above, all finished or unfinished documents, reports, or other material or work of the Consultant pursuant
to this Agreement shall be submitted to City. Any reuse or modification of such documents, reports or
other material or work of the Consultant for purposes other than those intended by the Consultant in its
scope of services shall be at the City’s risk and without liability to the Consultant.
A.
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, the Consultant shall bear no responsibility for its disclosure,
B.
City of Port Orchard and Art Anderson Associates
Public Works Project No. PW2018-001
Professional Service Agreement Contract No. C003-18
Lighthouse Rev 3/16/2016
4 of 8
inadvertent or otherwise. The Consultant is permitted to disclose any such information to the extent
required by law, subpoena or other court order.
Work Performed at the Consultant’s Risk. The 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
the Consultant’s own risk, and the Consultant shall be responsible for any loss or damage to materials,
tools, or other articles used or held by the Consultant for use in connection with the work.
11.
Indemnification. The 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 reasonable attorneys’ fees, arising out of or resulting from the negligent acts, errors or
omissions of the Consultant in performance of this Agreement, except for injuries or damages caused by
the sole negligence of the City.
12.
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. The provisions of this section shall survive the expiration or termination of this
Agreement.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD 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. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE
MUTUALLY NEGOTIATED THIS WAIVER.
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, or
employees.
13.
A. Minimum Scope of Insurance
Consultant shall obtain insurance of the types described below:
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 form providing equivalent liability coverage. If necessary, the
policy shall be endorsed to provide contractual liability coverage.
2. Commercial General Liability insurance shall be written on ISO occurrence form CG
00 01 or a substitute form providing equivalent liability coverage and shall cover
liability arising from premises, operations, independent contractors and personal
injury and advertising injury. The City shall be named by endorsement as an
additional insured under the Consultant’s Commercial General Liability insurance
policy with respect to the work performed for the City.
City of Port Orchard and Art Anderson Associates
Public Works Project No. PW2018-001
Professional Service Agreement Contract No. C003-18
Lighthouse Rev 3/16/2016
5 of 8
3. Workers’ Compensation coverage as required by the Industrial Insurance laws of the
State of Washington.
4. Professional Liability insurance appropriate to the Consultant’s profession.
B. Minimum Amounts of Insurance
j Consultant shall maintain the following insurance limits:
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1. Automobile Liability insurance with a minimum combined single limit for bodily
injury and property damage of $1,000,000 per accident.
2. Commercial General Liability insurance shall be written with limits no less than
$1,000,000 each occurrence, $2,000,000 general aggregate.
3. Professional Liability insurance shall be written with limits no less than $1,000,000
per claim and $1,000,000 policy aggregate limit.
4. Employer’s Liability each accident $1,000,000, Employer’s Liability Disease each
employee $1,000,000, and Employer’s Liability Disease - Policy Limit $1,000,000.
C. 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:
1. The Consultant’s insurance coverage shall be primary insurance as respect 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.
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.
3. The City will not waive its right to subrogation against the Consultant. The
Consultant’s insurance shall be endorsed acknowledging that the City will not waive
their right to subrogation. The Consultant’s insurance shall be endorse to waive the
right of subrogation against the City, or any self-insurance, or insurance pool
coverage maintained by the City.
4. If any coverage is written on a “claims made” basis, then a minimum of a three (3)
year extended reporting period shall be included with the claims made policy, and
proof of this extended reporting period provided to the City.
D. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII.
E. Verification of Coverage
City of Port Orchard and Art Anderson Associates
Public Works Project No. PW2018-001
Professional Service Agreement Contract No. C003-18
Lighthouse Rev 3/16/2016
6 of 8
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.
Assigning or Subcontracting. Consultant shall not assign, transfer, subcontract or encumber
any rights, duties, or interests accruing from this Agreement without the express prior written consent of
the City, which consent may be withheld in the sole discretion of the City.
14.
15. Notice. Any notices required to be given by the City to Consultant or by Consultant to the City shall
be in writing and delivered to the parties at the following addresses:!
CONSULTANT
Sean Hoynes, P.E.
Art Anderson Associates
202 Pacific Avenue
Bremerton, WA 98337
Robert Putaansuu
Mayor
216 Prospect Street
Port Orchard, WA 98366
Phone: 360.876.4407
Fax: 360.895.9029 Phone: 360.479.5600
Fax: 360.479.5605i
!
16. Resolution of Disputes and Governing Law.
Should any dispute, misunderstanding or conflict arise as to the terms and conditions
contained in this Agreement, the matter shall first be referred to the Mayor, who shall determine the term
or provision’s true intent or meaning. The Mayor shall also decide all questions which may arise between
the parties relative to the actual services provided or to the sufficiency of the performance hereunder.
A.
If any dispute arises between the City and the Consultant under any of the provisions of
this Agreement which cannot be resolved by the Mayor’s determination in a reasonable time, or if the
Consultant does not agree with the Mayor’s decision on a disputed matter, jurisdiction of any resulting
litigation shall be filed in Kitsap County Superior Court, Kitsap County, Washington.
B.
This Agreement shall be governed by and construed in accordance with the laws of the
State of Washington. In any suit or action instituted to enforce any right granted in this Agreement, the
substantially prevailing party shall be entitled to recover its costs, disbursements, and reasonable
attorney’s fees from the other party.
C.
17. General Provisions.
Non-waiver of Breach. The failure of either party to insist upon strict performance of any
of the covenants and agreements contained herein, or to exercise any option herein contained 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 in full force and effect.
Modification. No waiver, alteration, modification of any of the provisions of this
Agreement shall be binding unless in writing and signed by a duly authorized representative of the City
and the Consultant.
A.
B.
City of Port Orchard and Art Anderson Associates
Public Works Project No. PW2018-001
Professional Service Agreement Contract No. C003-18
Lighthouse Rev 3/16/2016
7 of 8
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Severability. The provisions of this Agreement are declared to be severable. If any
provision of this Agreement is for any reason held by a court of competent jurisdiction to be invalid or
unconstitutional, such invalidity or unconstitutionality shall not affect the validity or constitutionality of
any other provision.
C.
Entire Agreement. The written provisions of this Agreement, together with any Exhibits
attached hereto, shall supersede all prior verbal statements of any officer or other representative of the
City, and such statements shall not be effective or be construed as entering into or forming a part of or
altering in any manner whatsoever, the Agreement or the Agreement documents. The entire agreement
between the parties with respect to the subject matter hereunder is contained in this Agreement and the
Exhibits attached hereto, which may or may not have been dated prior to the execution of this Agreement.
All of the above documents are hereby made a part of this Agreement and form the Agreement document
as fully as if the same were set forth herein. Should any language in any of the Exhibits to this
Agreement conflict with any language contained in this Agreement, then this Agreement shall prevail.
D.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year set
forth above.
CITY OF PORT ORCHARD,
WASHINGTON CONSULTANT
Digitally signed by: ANDERSON
NIKOLAS B 1161706W8
DN; CN = ANDERSON NIKOLAS B
1161706848 C * US O = U S.
Government OU = DoO. PKI. USCG
Dale. 2018 01 02 13 44 22 -08TC
ANDERSON.
NIKOLAS.B.
By: 1161706848
By:
Robert Putaansuu
Mayor
Name: Ben Anderson. P.E.
Title: President/C.F.O
Date:02JAN18
Date:
Attest:'
/<By:
Brandy Rmfarson, CMC
City Clerk
APPROVED AS TO FORM:
City of Port Orchard and Art Anderson Associates
Public Works Project No. PW2018-00I
Professional Service Agreement Contract No. C003-I8
Lighthouse Rev 3/16/20168 of 8
Art Anderson Associates
value Beyond Engineering
1 January 2018
FAKRL002.BP
City of Port Orchard
Attention: Mark Dorsey
216 Prospect Street
Port Orchard, WA 98366
;Re: Proposal for Port Orchard Kitsap Regional Library HVAC Repairs Ad Ready Documents
Attachment: [1] Schedule of Chargesi
Dear Mark:
Art Anderson Associates (AAA) is pleased to propose our professional services for Port Orchard Kitsap
Regional Library HVAC Repairs Ad Ready Documents, Port Orchard, WA. This is work we are very
familiar with and we have the resources to begin work immediately.
For this project, we suggest Art Anderson Associates perform a heating/cooling load estimate to compare
the capacity of the HVAC equipment for the spaces they are serving; this will assist in determining
whether the HVAC unit replacement alone will be adequate to correct the observed system shortcomings.
Additionally, due to a lack of immediate documentation, it is suggested a more thorough site investigation
take place. This site investigation will look within the HVAC units, diagram the ductwork, and examine
electrical panel utilization. This thorough site investigation will be helpful in verifying system effectiveness,
evaluate HVAC unit health, and assist in the current and any future design work.
Upon completion of the analysis, Art Anderson Associates will prepare an 11"X17” design drawing to act
as Ad ready Bid documents. The scope of work for the Contractor to complete will be highlighted in the
design drawing. Based on priority and City budget, certain items may be indicated as optional bid. This
will allow us to inform the City of related items to improve conditions, should the funds be available. If the
funds are not available, this information will still be useful for planning the budget and future design work.
The design drawing will include specifications such that a separate specification book will not be required.
Scope of Services
1. Conduct Site Visit with maintenance and facility personnel
2. Analyze deficiencies of system as described by users and as determined via site investigation
suggest recommendations to rectify outstanding issues
3. Perform heating/cooling load calculations to verify capacity of existing equipment
4. Prepare 11”X17” Design Drawing documents
a. Anticipated design drawings: Plan View & Specifications (1 sheet)
ii
Assumptions
1. Technical specification data will be included in notes within the drawings rather than in a
separate project specification book.
2. The drawing package will be delivered in pdf format, AAA will retain ownership of AutoCad
versions.
202 Pacific Avenue, Bremerton, WA 98337 / 360-479-5600
Art Anderson Associates
Value Beyond Engineering ®
Exclusions
1. Proposal does not include provisions for obtaining permits required for the work.
2. Proposal does not include provisions for developing detailed shop drawings or design of
specialized controls.
For the Scope of work stated above we are proposing a Firm Fixed Price of $3,800.00. Services outside
the scope of services described herein shall be considered additional services subject to Art Anderson
Associates’ Schedule of Charges (Attachment [1]), and shall be negotiated separately.
Thank you for considering Art Anderson Associates as a partner in your success. If you have any
questions, comments or concerns, please don't hesitate to contact me.
Respectfully Submitted,
Sean M. Hoynes, P.E.
Senior Design Manager
FAKRL002.BP Proposal for Services
01/01/2018
Page 2 of 2
Art Anderson Associates
Value Beyond Engineering *
i
Attachment!: Schedule of ChargesiFacilities Division<
Where engineering services are provided on an hourly basis, the following rates shall apply to cover
salaries, taxes, insurance, administration, general overhead, and profit:i
Hourly RateClassification
$210Principal
Project Manager
Senior Engineer/Sr. Architect
Engineer/Architect/Sr. Designer
Designer
CAD Drafter
Clerical
Expert Witness
Preparation
Testimony
$1701
$145
$105!
i $85
$70
$58
$200
$275
Reimbursable expenses will be charged at the rates shown below:
Automobile Travel
Consultant Costs
Travel Costs
Food and Lodging
Photocopying (B & W)
Photocopying (Color)
Engineering Copier Bond
Engineering Copier Vellum
Plotter Opaque Bond
Plotter Presentation
Plotter Vellum
Plotter Mylar
Other Reproduction Costs
Film & Processing/Miscellaneous
IRS Rate
Actual cost plus 10%
Actual cost plus 10%
Actual cost plus 10%
$.05/copy plus operator time
$.20/copy plus operator time
$.30/sq ft plus operator time
$.40/sq ft plus operator time
$.55/sq ft plus operator time
$.85/sq ft plus operator time
$.60/sq ft plus operator time
$1.30/sq ft plus operator time
Actual cost plus 10%
Actual cost plus 10%
Note: Minimum charge when stamping work is $500.00.
Attachment [1]
Schedule of Charges