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HomeMy WebLinkAbout20- Professional Services Agreement - Montana State University - Testing for SARS-CoV-2 Levels at the Wastewater Treatment PlantAGREEMENT FOR SERVICES Between Montana State University and City of Bozeman, Montana This Agreement for Services ("Agreement") is entered into this S tfl day of JUKl ✓ , 202D, by and between the Parties identified below in exchange for valuable consideration and the terms contained herein, as follows: 1. PARTIES. CITY: Bozeman, 121 N Rouse Ave, Bozeman, Montana 59715, which has the need for and the authority to contract for materials, work and services and desires to have the CONTRACTOR perform such materials, work, and services as specified in the Statement of Work. CONTRACTOR: Montana State University, 123 Hamilton Hall, Bozeman, MT 59717, which is a state institution of higher education in the State of Montana. The undersigned has authority to enter into this Agreement on CONTRACTOR'S behalf. CONTRACTOR represents it is qualified to provide materials and perform such work and services in a safe and efficient manner to the CITY. 2. STATEMENT OF WORK. CONTRACTOR shall provide all materials and perform all work and services to complete the project as described in the Statement of Work attached as Exhibit A, which exhibit is incorporated herein and made a part of this Agreement by this reference (the "Services"). The City may, by written change order, request changes within the general scope of this Agreement and the schedule, specifications, or quantity of work to be performed hereunder. CONTRACTOR shall be entitled to a reasonable period of time to perform or provide said changes as agreed to through such change order. 3. TERM. CONTRACTOR shall commence the Services no later than June 5th, 2020, and continue the Services until August 30th, 2020. CONTRACTOR shall perform the Services and all obligations and requirements of this Agreement without delay, time being of the essence. 4. COMPENSATION. CITY agrees to pay CONTRACTOR $41,281.23. CONTRACTOR agrees that the Services shall be provided for this amount. The amount charged or paid under this Agreement shall not exceed the agreed amount, except for change of work orders that shall be considered additional work and shall be agreed to in writing prior to commencement of the additional work. 5. PAYMENT. Payment requests must be submitted to the CITY's contract representative as identified in Paragraph 6. CONTRACTOR shall submit monthly progress payment requests and final payment requests to the CITY within 30 days following completion of the work for which payment is requested. Payment requests shall include a billing statement specifically detailing all materials, work, and services set forth in the Statement of Work that have been completed or supplied and all expenses incurred. Expense receipts shall accompany the payment request. Upon receipt of CONTRACTOR'S written payment request, the CITY will assess the work and materials and approve the payment request or provide CONTRACTOR with a written statement detailing items not approved by the CITY and the reason for disapproval. The CITY may disapprove the payment request or a portion thereof based upon: (i) unsatisfactory job progress; (ii) failure to remedy defective construction work or materials; (iii) disputed work or materials; (iv) failure to comply with material provisions of the Agreement or accompanying documents, including but not limited to payroll certifications, lien releases, warranties, material certifications, and test data; (v) failure of CONTRACTOR to make timely payment for claims, including but not limited to claims for labor, equipment, materials, subcontracts, taxes, fees, professional services, rent, and royalties; (vi) damage to the CITY; or (vii) the existence of reasonable evidence that the Agreement cannot be completed for the unpaid balance of the contract sum. All claims for payment are subject to the CITY's standard claims approval process including, but not limited to, examination and investigation per § 7-6-2407, Montana Code Annotated (MCA). 6. CONTRACT REPRESENTATIVES. CONTRACTOR names LESLIE SCHMIDT or their designee as contact person who shall act as the liaison between the CITY and the CONTRACTOR and respond to requests from the CITY in writing promptly to prevent unreasonable delay in the progress of the Statement of Work and payment. CITY names MITCH REISTER or their designee as contact person who shall act as a liaison between the CITY and the CONTRACTOR and respond to requests from the CONTRACTOR in writing promptly to prevent unreasonable delay in the progress of the Statement of Work and payment. 7. PUBLIC ACCESS TO INFORMATION. Contractor agrees to share the data with the CITY and has agreed that the data may be posted on any city website. 8. OWNERSHIP AND PUBLICATION OF MATERIALS. Contractor as a state institution of higher education intends to publish works related to the work performed hereunder in scholarly journals. Contractor agrees that the CITY will have a non-exclusive royalty free right to use the data for governmental purposes. 9. DEFAULT, REMEDIES and TERMINATION. The parties agree each term and condition contained in this Agreement is material and of the essence. This Agreement may be terminated by either party should the other party fail to perform in accordance with any term or condition of this Agreement and immediately after such party has failed to cure within ten (10) calendar days after the date of written notice. The CITY may also terminate without cause upon written notice. Should this Agreement terminate for any reason, payment to the CONTRACTOR shall be made on the basis of completed and accepted materials and services performed up to the date of termination and billed to the CITY as provided in Paragraph 5 (Payment) within 3 0 days of termination. 10. CONTRACTOR ADDITIONAL OBLIGATIONS. CONTRACTOR agrees to comply with the following additional obligations: (a) provide all labor, materials, equipment, supplies and incidentals necessary to perform and complete the Services; (b) prepare and present such information as may be pertinent and necessary for the CITY to pass critical judgment on the quality of the Services; (c) perform the Services in accordance with generally accepted standards regarding similar type work or services; (d) perform all professional services in connection with the Statement of Work at a standard of similarly situated professionals in the United States, and to the full satisfaction of the CITY; (e) maintain appropriate safety standards and keep all areas of work and adjacent areas free from foreseeable risks of harm and dangers; (f) immediately inform the CITY of the presence of any hazardous condition or waste or other toxic substance identified in relation to or while performing this Agreement; (g) allow the CITY upon reasonable notice and at reasonable times the right to review, inspect and examine CONTRACTOR'S place of work and all records pertaining to this Agreement; and (h) provide no less than a one-year warranty for all work and materials. Further, CONTRACTOR agrees that if it utilizes any CITY property to perform the Services with or without the permission of the CITY, CONTRACTOR does so at its own risk and will assume the risks in relation to such use as set forth herein. 11. RECORDS. CONTRACTOR shall maintain sufficient records incident to the performance of this Agreement to enable the CITY to document the performance of the Agreement. CONTRACTOR shall allow access to those records by the CITY, any independent auditor employed by the CITY, and to representatives of the state or federal government as required by law. Records shall be retained for at least three years after completion of the Agreement. 12. LAWS AND REGULATIONS. In performance of its obligations herein, CONTRACTOR, its agents, and subcontractors shall comply with all applicable federal, state and local laws, rules and regulations. If during the term of this Agreement new laws or regulations become applicable, CONTRACTOR shall also comply with them without notice from the CITY. CONTRACTOR specifically acknowledges the following provisions of law and its responsibility to abide by the same if such provisions are applicable: a. Montana Labor Preference (§ 18-2-403(1), MCA). For those contracts that exceed $25,000 and the work performed is defined as "public works" pursuant to Section 18-2-401, MCA, CONTRACTOR shall give preference to the employment of bona fide Montana residence in the performance of this Agreement. 21 (Ver. 11/2019) b. Prevailing Wage Rates ('§ 18-2-403L2), (4), MCA. For those contracts that exceed $25,000 and the work performed is defined as "public works" pursuant to Section 18-2-401, MCA, CONTRACTOR must pay the standard prevailing wage rates, fringe benefits, pension contributions and travel allowances in effect and applicable to the City of Bozeman, Montana. The current standard prevailing wage rates published by the Montana Department of Labor and Industry for job classifications necessary to complete the Statement of Work are incorporated by reference into this Agreement. Contractor shall maintain payroll records in a manner readily capable of being certified for submission under § 18-2-423, MCA, for not less than 3 years after completion of the work and post a statement of wages and fringe benefits in compliance with § 18-2-423, MCA. If any contract exceeds 30 months, the prevailing wage must be increased 3% after the first 12 months and every 12 months thereafter. Questions regarding the requirements of this section should be directed to the Montana Department of Labor and Industry, Labor Standards Bureau. c. Equal Opportunity (§ 49-3-207, MCA). CONTRACTOR agrees that, in the performance of this Agreement, all hiring will be on the basis of merit and qualifications and CONTRACTOR will not discriminate on the basis of race, color, religion, creed, political ideas, sex, age, marital status, physical or mental disability, or national origin. d. Safe . CONTRACTOR, on behalf of itself and CITY, assumes sole responsibility for initiating, maintaining and supervising all health and safety precautions and programs for all employees, subcontractors, and consultants in connection with the performance of this Agreement. CONTRACTOR shall ensure that its employees, consultants, and subcontractors are adequately and appropriately trained pursuant to the Montana Safety Culture Act, Title 39, Chapter 71, Part 15, MCA. CONTRACTOR shall also comply with the safety rules, codes, and provisions for occupational health and safety under Title 50, Chapter 71, MCA. e. Professions and Occupations. CONTRACTOR shall ensure all work and services undertaken for the CITY meet the applicable requirements of Title 37, MCA. All work and services undertaken by licensed professionals, such as surveyors, architects and engineers, shall be completed, signed, and stamped by the licensed professionals. 13. LIENS. CONTRACTOR shall pay all valid bills and charges for material and labor incurred by it and arising out of the Statement of Work and CITY shall not be responsible for any liens and claims of liens or services, labor and materials. As evidence of payment of laborers, mechanics, material suppliers, consultants and subcontractors, CONTRACTOR may be required to submit lien waivers. CONTRACTOR also may be required to submit lien waivers for its work, materials, or services. CONTRACTOR shall provide CITY, as requested, the identity of CONTRACTOR'S of laborers, mechanics, material suppliers, consultants and subcontractors. 14. LIABILITY. MSU shall be liable for the wrongful and negligent acts and omissions of its employees, officers, and agents when acting within their scope of employment, to the extent permitted under the Montana Tort Claims Act (Title 2, Ch. 9, Montana Code Annotated). Nothing in this agreement, however shall be construed as an express or implied waiver by MSU of any applicable governmental or sovereign immunity, as an express or implied acceptance by MSU of liabilities arising as a result of actions which lie in tort in excess of any liabilities allowable under the applicable state law, as a pledge of the full faith and credit of any state or as the assumption by MSU of a debt, contract or liability in violation of applicable law. 15. INSURANCE. Montana State University, as a state agency, warrants and represents that it is self- funded for liability insurance, both public and property, with such protection being limited to the officers, employees, servants and agents of Montana State University while acting within the scope of their employment. The parties further agree that nothing contained herein shall be construed or interpreted as (1) denying to either party any remedy or defense available to such party under the laws of the State of Montana; (2) the consent of the State of 31 (Ver. 11/2019) Montana or its agents and agencies to be sued; or (3) a waiver of sovereign immunity of the State of Montana beyond the waiver provided in Title 2, Ch. 9, Montana Codes Annotated 16. INDEPENDENT CONTRACTOR. CONTRACTOR, its consultants and subcontractors, are at all times be considered independent contractors engaged in an independently established business or profession and rendering work and services in the course of such business as an independent contractor. Statement. CONTRACTOR will perform and provide the Services free from the supervision, direction, and control of the CITY, except to specify the time and place of performance. CONTRACTOR shall not be entitled to workers' compensation or other benefits of employment with the CITY. The CITY is not responsible for the provision, security, or protection of CONTRACTOR's supplies or equipment. CONTRACTOR shall be responsible for payment of all taxes arising out of the CONTRACTOR's activities provided under this Agreement, including, but not limited to, federal and state income tax, social security tax, unemployment insurance tax, and all other taxes and fees as may be required by law. 17. WORKERS COMPENSATION. As an independent contractor, CONTRACTOR must provide Workers' Compensation for all employees in the amount required by Montana law. CONTRACTOR shall supply a Certificate of Insurance showing compliance with Montana Workers' Compensation law, or an Independent Contractor Exemption Certificate demonstrating exemption therefrom, to the CITY with the signed return of this Agreement. CONTRACTOR shall promptly notify the CITY of any change in the status of CONTRACTOR's workers' compensation insurance coverage or Independent Contractor Exemption Certificate. 18. PAYMENT AND PERFORMANCE BONDS. CONTRACTOR is required to post the following bonds in an amount no less than the sum of the contract price (check applicable boxes): ❑ Performance Bond ❑ Payment Bond ❑X No Bonds. Bond documents must be delivered to the CITY with the signed return of this Agreement. When a Performance Bond is required, such bond shall guarantee CONTRACTOR's faithful performance of all of the provisions of this Agreement. When a Payment Bond is required, such bond shall guarantee CONTRACTOR'S payment of all laborers, mechanics, subcontractors, material suppliers, and all persons who supply CONTRACTOR or its subcontractors with provisions, provender, material or supplies for performing this Agreement. Bonds must be issued by a surety company licensed in the State of Montana. Bonds shall be in an amount equal to the full contract price agreed to be paid for the work or improvement and must be made to the CITY 19. ATTORNEY'S FEES. If it is necessary for either party to bring an action to enforce the terms, covenants, or conditions of this Agreement, the prevailing party shall be entitled to reasonable attorney fees to be set by the appropriate court, including fees of the Bozeman City Attorney and the attorney for Montana State University. 20. VENUE. An action to enforce this Agreement shall be brought in the Eighteenth Judicial District Court of Montana. 21. NOTICE. All notices and certifications made pursuant to this Agreement shall be delivered to the addresses in Paragraph 1 above by certified mail or personal delivery in care of the party's representative named above at Paragraph 6. A party shall give the other prompt notice of any change in address. 22. INTERPRETATION. This Agreement shall be governed and interpreted according to the laws of the State of Montana. Section headings are for convenience only and are not intended to define or limit any provisions of this Agreement. The provisions of this Agreement are independent and severable, and the invalidity, partial invalidity, or unenforceability of any one provision or portion thereof shall not affect the validity or enforceability of any other provision. Both parties having been given an opportunity to have this Agreement reviewed by others, the Rule of Construction providing that the Agreement shall be construed against the drafter will not be used in the interpretation of this Agreement. 41 (Ver. 11/2019) 23. ENTIRE AGREEMENT. This document represents the entire and integrated agreement between the CITY and CONTRACTOR and supersedes all prior negotiations, agreements or representations, either written or oral. 24. NON -WAIVER. No delay or failure by either party to enforce or assert any right, claim, defense, remedy, or provision of this Agreement shall operate as any waiver of any such right, claim, defense, or remedy. 25. NON -ASSIGNMENT. It is expressly agreed that this Agreement shall not be assigned, in whole or in part, without the prior written consent of the CITY. Such consent shall not be unreasonably withheld. 26. SUCCESSORS. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective heirs, successors, and assigns. 27. EXECUTION OF AGREEMENT. The Bozeman City Clerk will keep the original Agreement. An exact unaltered copy of the original Agreement has the same force and effect as the original. To the extent required by § 18-2-404, MCA approval by the Bozeman City Attorney is made when this form Agreement is utilized without substantive changes. 28. AMENDMENT. This Agreement may only be amended by mutual written Agreement of both parties. 29. REMEDIES CUMULATIVE. The remedies given in this Agreement to either party shall be cumulative, and the exercise of any one remedy by either parry shall not be to the exclusion of any other remedy. 30. SURVIVAL. The following provisions shall survive any termination or expiration of this Agreement: Paragraph 7 (Public Access to Information); Paragraph 8 (Ownership and Publication of Materials; Paragraph 14 (Liability); and the general terms at Paragraphs 19 through 29. IN WITNESS WHEREOF the parties have signed this Agreement for Services. CONTRACTOR CITY <::: ul - � �J-' Name: Leslie Schmidt Na Mihelich Title: Associate VP for Research, Economic Development Ti e: ity Manager & Graduate Education 51 (Ver. 11/2019) EXHIBIT A STATEMENT OF WORK CONTRACTOR shall provide the CITY with the materials, work, and services described in this Statement of Work. This Statement of Work is governed by and subject to the Agreement for Services entered between CONTRACTOR and the CITY and is incorporated into that Agreement by this reference. Fecal shedding of SARS-CoV-2 by symptomatic and asymptomatic individuals provides an opportunity to quantify community -level disease burden without having to overcome regulatory and logistical hurdles common to epidemiologic studies with human subjects. The CONTRACTOR proposes ongoing longitudinal monitoring of SARS-CoV-2 RNA levels at the Bozeman Wastewater Reclamation facility. CONTRACTOR agrees to: 1. SARS-CoV-2 levels in CITY OF BOZEMAN will be quantified using the CDC test kits (CDC 2019-nCoV Real -Time RT -PCR Diagnostic Panel). Data will be reported in genome equivalents and concentrations will be estimated based on a standard curve. 2. Data will be provided to the CITY OF BOZEMAN in tables and in graphs that plot viral RNA concentrations overtime. 3. Samples will be collected weekly and processed and for results to be communicated to CITY staff weekly in the form of the amount of virus per Liter of wastewater. These data will be used to monitor the levels of virus coming from members of the community and to determine if levels are trending up (increasing) or down (decreasing). As such, they should add validation to decisions on COVID-19 management based on overt disease (i.e. number of cases, number of deaths, etc). 4. Samples will be processed and concentrated the same day they are collected. RT-gPCR will be performed, and results will be available within 48 hours. Results from the prior week will be shared with CITY staff no later than Tuesday of the following week. The CITY agrees to assist with CONTRACTOR's performance of the Agreement by doing or providing the following: Gallatin City -County Health Department (GCCHD) staff will work with MSU and CITY OF BOZEMAN city/public managers to identify an appropriate sampling site to obtain weekly samples. 61 (Ver. 11/2019) Direct Cost per Month $ 9,555.84 MSU Indirect Cost Rate (44%) $4,204.57 Total Cost per Moth $13,760,41 June Exhibit B Page 1 of 1 July $13,760,41 August STATEMENT OF COST Required materials Quantity Cost Consumed Cost/sample Concentration membrane filters (5 and 20 micron) 100 $195 30 $58.50 Final membrane filter (0.45 micron) 200 $257.37 30 $38.61 Concentrators (100 kDa cut-off), 20 mL 12 $121.41 16 $161.88 Concentrators (100 kDa cut-off), 6 mL 25 $138.83 3 $16.66 RNeasy Mini Kit (250) 250 $1451.00 3 $17.41 2019-nCoV CDC EUA Kit (IDT DNA) 500 $125 25 $6.25 TagPath 1 -Step RT-gPCR Master Mix 1000 $2,060.00 70 $144.20 Positive template control (IDT DNA) 2500 $135 36 $0.97 General consumables (Pipet tips, PCR plates, bleach, wipes, etc) $150.00 Materials Sub -Total per sample $594.48 Materials Sub -Total per Month (2 samples/week x 4 weeks/month) $4,755.84 Personnel Hours/week Rate/hour Rate per Month Anna Nemudraia (Postdoctoral Researcher) 24 $25.00 $2,400.00 Artem Nemudryi (Postdoctoral Researcher) 24 $25.00 $2,400.00 Personnel Sub -Total per Month $4,800.00 Direct Cost per Month $ 9,555.84 MSU Indirect Cost Rate (44%) $4,204.57 Total Cost per Moth $13,760,41 June $13,760,41 July $13,760,41 August $13,760,41 Total Cost $41,281.23 71 (Ver. 11/2019)