Loading...
HomeMy WebLinkAbout000288 Original ContractThis amendment is entered into this la of December, 2012 by and between the First Amendment To the Professional Service Contract Between City of Port Angeles and Gene Unger Engineering, LLC. City of Port Angeles "City and Gene Unger Engineering, LLC "Contractor For and in consideration of the mutual benefits to be derived herefrom, the Parties recite, covenant, and agree as follows: ATTEST: 1. The Parties entered into a Professional Service Contract on September 7, 2011. This Agreement is incorporated by this reference and may hereafter be referred to as "the Agreement." 2. Section 5. Compensation is amended to increase the maximum compensation to an amount not to exceed $24,900.00. 3. Section 4. Contract Representatives is amended to strike out the name of Kent Myers. 4. All other terms of the Agreement remain unchanged. 5. As amended, the Agreement is ratified and confirmed. IN WITNESS WHEREOF, the parties have executed this Amendment to the Professional Services Contract in duplicate. CITY OF PORT ANGELES APP OVED AS TO FORM Witham E. Bloor, City A essa Hurd, City Clerk 1 GENE UNGER ENGINEERING, LLC BY: BY: gro Dan McKeen, City Manager Gene Unger, Principal Date: lob 6 I i Z Date: 6 000288 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF PORT ANGELES AND GENE UNGER D /B /A GENE UNGER ENGINEERING, LLC THIS AGREEMENT, made and entered into by and between the City of Port Angeles, a non charter code city of the State of Washington, located at 321 East Fifth Street, Port Angeles, WA 98362 hereinafter "City and Gene Unger d/b /a/ Gene Unger Engineering, LLC, located at 1401 West 7th Street, Port Angeles, hereinafter "Contractor jointly hereinafter referred to as the "Parties." 1. Purpose. The City requires the services of a qualified professional engineer to perform the duties of structural assessments for the permit plan review of Nippon biomass construction project located at 1902 Marine Drive in the City of Port Angeles The Contractor represents that it has the background, experience, and ability to perform the required work in accordance with the standards of the profession, and the Contractor represents that it will provide qualified personnel and appropriate facilities necessary to accomplish the work. The Contractor represents that it is aware of the proponents, engineers, designers and other individuals and organizations involved in planning and constructing the Nippon biomass project. Contractor represents that it has no professional or personal relationships that may interfere or conflict with performing the duties described in this Agreement. 2. Duration of Contract. The term of this contract shall begin on September 7, 2011 and shall, unless terminated as provided elsewhere in the Agreement, terminate upon completion of the construction and inspection process described herein. 3. Services Provided by Contractor. The Contractor shall: Complete structural assessment of the plans for the Nippon biomass construction project proposed at 1902 Marine Drive, Port Angeles, Washington. Complete a permit review in two phases: 1. the first review will note any deficiencies; 2. the second review will determine if the deficiencies have been revised and corrected. Additional reviews of the Nippon biomass construction project as directed by the City. Page 1 Provide the structural assessment to the City in a format consistent with other professional reports of a similar nature. Maintain written documentation of all plan review and building inspection services. Complete and perform all work and complete all other performances necessary carry out the purpose of this Agreement. 4. Contract Representatives. Each party to the contract shall have a contract representative. Each party may change its representative upon providing written notice to the other party. The parties' representatives are as follows: Contractor: Gene Unger Gene Unger Engineering, LLC 1401 West 7 Street Port Angeles, WA 98363 Phone: (360) 452 -2098 CC: Kent Myers City Manager, or his designee City of Port Angeles P.O. Box 1150, 321 East Fifth Street Port Angeles, WA 98362 -0217 Phone: (360) 417 -4530 5. Compensation. Contractor shall be entitled to compensation based on hours actually devoted to performance of this Agreement, but in any event not to exceed $20,000.00. Contractor shall be compensated the rate of $95 per hour. Contractor will send an itemized monthly statement to the City, and City shall pay the invoice within 30 days of receipt. 6. Modifications and Amendment of Contract. No modification or amendment of this contract shall be valid until the same is reduced to writing and executed with the same formalities as the present contract. 7. Hold Harmless and Indemnification. The Contractor shall defend, indemnify and hold harmless the City, and its respective officers, officials, employees, deputies, and agents from and against any and all claims, actions, suits, liability, loss, expenses, damages and judgments of any nature whatsoever, including costs and attorneys fees in the defense thereof, for injury, sickness, disability or death to persons or damage to property or business, caused by or arising out of Contractor's and its respective employees, agents, volunteers, and/or subcontractors, acts, errors or omissions in providing services under the terms of the contract. Provided, however, that the Contractor's obligation Page 2 hereunder shall not extend to injury, sickness, death or damage caused by or arising out of the sole negligence of the City, its officers, officials, employees, deputies, and /or agents. Provided further, that in the event of concurrent negligence of both parties, the Contractor's obligations hereunder shall apply only to the percentage of fault attributable to the Contractor, its employees, agents, volunteers, and /or subcontractors. The Contractor's obligations hereunder shall include, but are not limited to, investigating, adjusting, and defending any and all claims alleging loss from action, error or omission or breach of any common law, statutory or other delegated duty by the Contractor, the Contractor's employees, agents, or subcontractors. 8. Termination. A. Termination for Default: The City may terminate this contract after breach of any provision herein by the Contractor upon ten (10) days written notice to the Contractor. The written notice shall be sent to the address of the Contractor representative set forth above and shall specify the specific provision(s) breached. In the event the Contractor cures the provision(s) breached within ten (10) days to the sole satisfaction of the City, the termination notice shall be of no force and effect. The Contractor may terminate this contract for breach of any provision herein by the City upon ten (10) days written notice to the City. The written notice shall be sent to the address of the City representative set forth above and shall specify the specific provision(s) breached. In the event the City cures the provision(s) breached within thirty (30) days to the sole satisfaction of the Contractor, the termination notice shall be of no force and effect. In the event of termination by either party, the Contractor agrees to immediately turn over to City, at its request, all records of any kind or nature which Contractor has kept in providing services under the terms of this contract. B. Termination for Public Convenience: The City may terminate the contract in whole or in part whenever the City determines that, in its sole discretion, such termination is in the interests of the City. Whenever the contract is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed. An equitable adjustment in the contract price for partially completed items of work will be made, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this contract by the City at any time during the term, whether for default or convenience, shall not constitute a breach of contract by the City. 9. Assignment, Delegation, and Subcontracting. The Contractor shall perform the terms of this contract using only its bona fide employees, volunteers, or agents and the obligations and duties of Contractor under this contract shall not be assigned, delegated, or subcontracted to any other person or firm without the prior express written consent of the City. Page 3 Any subcontractor shall be bound to all of the same terms and conditions as Contractor including, but not limited to, the duties to defend, indemnify, and hold harmless the City, the obligation to carry insurance with the City named as an additional insured. 10. Independent Contractor. The Contractor's services shall be furnished by the Contractor as an independent Contractor, not as an agent, employee, or servant of the City. The Contractor specifically has the right to direct and control Contractor's own activities in providing the agreed services in accordance with the specifications set forth in this contract. The Contractor agrees that the entire compensation for this contract is set forth in Section 5 of this contract and the Contractor's employees, officers, and agents are not entitled to any City benefits, including, but not limited to, vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, fringe benefits, or any other rights or privileges afforded to City employees. The Contractor shall have and maintain complete responsibility and control over all of its subcontractors, employees, agents, and representatives. No subcontractor, employee, or agent of the Contractor shall be or be deemed to be or purport to act as an employee, agent, or representative of the City. The Contractor shall assume full responsibility for the payment of all payroll taxes, use, sales, income, or other form of taxes, fees, licenses, excises, or payments required by any city, county, federal or state law or legislation which is now or may, during the term of this contract, be enacted as to all persons employed by the Contractor and as to all duties, activities and requirements by the Contractor in performance of the work covered under this contract and shall assume exclusive liability therefore, and meet any and all legal requirements. The Contractor agrees to immediately remove any of its employee, volunteers, or agents from assignment to perform services under this contract upon receipt of written request to do so from the City's contract representative or designee. 11. Compliance with Laws. The Contractor shall comply with all applicable federal, state, and local laws, rules and regulations, in performing this contract. 12. Inspection of Books and Records. The City may, at reasonable times, inspect the books and records of the Contractor relating to performance of this contract. The Contractor shall keep all records required by this contract for five (5) years after termination of this contract for audit purposes. Page 4 13. Non Discrimination. The Contractor agrees that it shall not discriminate against any person on the grounds of race, color, creed, religion, national origin, sex, age, marital status, political affiliation or belief in violation of any applicable federal, state, or City law or regulation. In the event that the Contractor violates this provision, the City may immediately terminate this contract. 14. Insurance. The Contractor 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 Contractor, its agents, representatives, or employees. A. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: 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. Workers' Compensation coverage as required by the Industrial Insurances laws of the State of Washington. 4. Professional Liability insurance shall be written with limits no less than $1,000,000 per occurrence. B. 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 Contractor'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 Contractor's insurance and shall not contribute with it. 2. The Contractor shall provide the City and all additional insured's with written notice of any policy cancellation within two days of their receipt of such cancellation. Page 5 C. Verification of Coverage Contractor 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 Contractor before commencement of the work. Contractor shall identify the City as an additional insured under the policy to the City. 15. Ownership of Items Produced. All writings, programs, data, public records or other materials prepared by the Contractor and /or its Contractors or subcontractors, in connection with the performance of this agreement shall be the sole and absolute property of the City and constitute "work made for hire" as that phrase is used in federal and /or state intellectual property laws. 16. Headings. The section headings of this contract have been inserted solely for the purpose of convenience and ready reference. In no way do they purport to, nor shall they be deemed to, define, limit, or extent the scope or intent of the sections to which they apply. 17. Time is of the Essence. It is imperative that the permitting process proceed without delay and in accordance with all time limits. Time is of the essence in the performance of this contract. 18. Notices. All notices called for or provided in this contract shall be in writing and must be served on any of the parties either personally or by certified mail, return receipt requested, sent to the Parties at their respective addressed hereinabove given. Notices by certified mail shall be deemed served when deposited in the United States mail, postage prepaid. 19. Other Employment. This contract is not an exclusive services agreement. Contractor may take on other professional assignments while completing those services set forth herein. 20. Waiver. No officer, employee, agent or otherwise of the City has the power, right, or authority to waive any of the conditions or provisions of this contract. No waiver of any breach of this contract shall be held to be a waiver of any other or subsequent breach. All remedies afforded to in this contract or at law shall be taken and construed as cumulative, that is, in addition to every other remedy provided herein or by law. Failure of the City to enforce at any time any of the provisions of this contract or to require at any time performance of any provision of the contract Page 6 herein shall in no way be construed to be a waiver of such provision, or in any way affect the validity of this contract or any part thereof, or the right of the City to hereinafter enforce each and every such provision. 21. Confidentiality and Survivability. Contractor and its employees shall maintain strict confidentiality throughout the process since archaeological information and other scientific data may be held as confidential. The provision of Paragraphs 6, 10, 11, 13, 15, 16, and 21 shall survive, notwithstanding the termination or invalidity of this Agreement for any reason. 22. Entire Agreement. The Parties agree that this contract is the complete expression of its terms and conditions. Any oral representations or understandings not incorporated in this contract are specifically excluded. Contractor: City of Port Angeles: Gene Unger, Principal For Gen Unger Engineering, LLC By: //P r7/41,(0 By: (J Kent Myer L� Date: 7 5- e J Date: 0 I Attest: Janess Appro Hurd, City Clerk ed as to Form. Wil iam E. Bloor, City Attorney G: \LEGAL \a AGREEMENTS &CONTRACTS\2012 AGRMTS& CONTRACTS \Nippon.Unger.3.2.2012.doc Page 7