HomeMy WebLinkAbout000741 Original Contract City of Port Angeles
Record #000741
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE
THE CITY OF PORT ANGELES
AND
STEVE SCHUNZEL
RELATING TO: Database Management
THIS AGREEMENT is made and entered into this j tdayoQ,4jV , 2014, by
and between THE CITY OF PORT ANGELES, a non-charter code c y of the State of
Washington, (hereinafter called the "CITY") and Steve Schunzel, located at 1109 1361H
St NW, Gig Harbor, WA 98332, authorized to do business in the state of Washington
(hereinafter called the "CONSULTANT").
WHEREAS, the CITY desires to engage the professional services and assistance of a
qualified consulting firm to perform database management services for the CITY's GIS
and CityWorks systems, and
WHEREAS, the CONSULTANT represents that it has the background, experience, and
ability to perform the required work in accordance with the standards of the profession,
and
WHEREAS, the CONSULTANT represents that it will provide qualified personnel and
appropriate facilities necessary to accomplish the work;
NOW, THEREFORE, in consideration of the above representations and the terms,
conditions, covenants, and agreements set forth below, the parties hereto agree as
follows:
I SCOPE OF WORK
The scope of professional services to be performed by the CONSULTANT shall be as
detailed in the attached Attachment A and shall include all services and material
necessary to accomplish the work.
The CITY may review the CONSULTANT'S work product, and if it is not satisfactory, the
CONSULTANT shall make such changes as may be required by the CITY.
The CONSULTANT agrees that all services performed under this Agreement shall be in
compliance with applicable federal, state and local laws.
The Scope of Work may be amended upon written approval of both parties.
There are no third party beneficiaries of the City-Consultant Agreement and no one
except the parties to this Agreement may seek to enforce its terms.
Professional Database Services Agreement Contract-Page 1 of 7
11 OWNERSHIP OF DOCUMENTS
Upon completion of the work, all documents, Attachments, photographic negatives, or
other presentations of the work shall become the property of the CITY for use without
restriction and without representation as to suitability for reuse by any other party unless
specifically verified or adapted by the CONSULTANT. However, any alteration of the
documents, by the City or by others acting through or on behalf of the City, will be at the
City's sole risk.
III DESIGNATION OF REPRESENTATIVES
Each party shall designate its representatives in writing. The CONSULTANT'S
representative shall be subject to the approval of the CITY.
IV TIME OF PERFORMANCE
The CONSULTANT may begin work upon execution of this Agreement by both parties
and the duration of the Agreement shall extend through December 31, 2014. The tasks
recur on a monthly basis as described in Attachment A attached to this agreement.
V PAYMENT
The CITY shall pay the CONSULTANT as set forth in this section of the Agreement.
Such payment shall be full compensation for work performed, services rendered, and all
labor, materials, supplies, equipment and incidentals necessary to complete the work.
A. Payment shall be on the basis of the CONSULTANT'S time and expense cost and
shall include actual labor, overhead and profit plus CONSULTANT'S direct non-
salary reimbursable costs as set forth in the attached Attachment C.
B. The CONSULTANT shall submit invoices to the CITY on a monthly basis. Invoices
shall detail the work and employee name; shall indicate the specific task or activity
in the Scope of Work to which the costs are related.
C. The CITY shall review the invoices and make payment for the percentage of the
project that has been completed less the amounts previously paid.
D. The CONSULTANT invoices are due and payable within 30 days of receipt. In the
event of a disputed billing, only the disputed portion will be withheld from payment.
E. Final payment for the balance due to the CONSULTANT will be made after the
completion of the work and acceptance by the CITY.
Professional Database Services Agreement Contract-Page 2 of 7
VI MAXIMUM COMPENSATION
Unless otherwise agreed to in writing by both parties, the CONSULTANT'S total
compensation and reimbursement under this Agreement, including labor, direct non-
salary reimbursable costs and outside services, shall not exceed the maximum sum of
$4,000, including prevailing wage rates and all applicable taxes. The budget for the
tasks is set forth in Attachment B.
Vill INDEPENDENT CONTRACTOR STATUS
The relation created by this Agreement is that of owner-independent contractor. The
CONSULTANT is not an employee of the City and is not entitled to the benefits
provided by the City to its employees. The CONSULTANT, as an independent
contractor, has the authority to control and direct the performance services to be
provided within the scope of work. The CONSULTANT shall assume full responsibility
for payment of all Federal, State, and local taxes or contributions imposed or required,
including, but not limited to, unemployment insurance, Social Security, and income tax,
Vill EMPLOYMENT
Employees of the CONSULTANT, while engaged in the performance of any work or
services under this Agreement, shall be considered employees of the CONSULTANT
only and not of the CITY, and claims that may arise under the Workman's
Compensation Act on behalf of said employees while so engaged, and any and all
claims made by a third party as a consequence of any negligent act or omission on the
part of the CONSULTANT'S employees while so engaged, on any of the work or
services provided to be rendered herein, shall be the sole obligation and responsibility
of the CONSULTANT.
In performing this Agreement, the CONSULTANT shall not employ or contract with any
CITY employee without the City's written consent.
CONSULTANT will be required to sign the non-disclosure agreement, Attachment D, at
the time of award.
IX NONDISCRIMINATION
The CONSULTANT shall conduct its business in a manner, which assures fair, equal
and non-discriminatory treatment of all persons, without respect to race, creed or
national origin, or other legally protected classification and, in particular:
A. The CONSULTANT shall maintain open hiring and employment practices and will
welcome applications for employment in all positions, from qualified individuals who
are members of minorities protected by federal equal opportunity/affirmative action
requirements; and,
Professional Database Services Agreement Contract-Page 3 of 7
B. The CONSULTANT shall comply with all requirements of applicable federal, state or
local laws or regulations issued pursuant thereto, relating to the establishment of
non discriminatory requirements in hiring and employment practices and assuring
the service of all persons without discrimination as to any person's race, color,
religion, sex, Vietnam era veteran status, disabled veteran condition, physical or
mental handicap, or national origin.
X SUBCONTRACTS
A. The CONSULTANT shall not sublet or assign any of the work covered by this
Agreement without the written consent of the CITY.
B. In all solicitation either by competitive bidding or negotiation made by the
CONSULTANT for work to be performed pursuant to a subcontract, including
procurement of materials and equipment, each potential subconsultant or supplier
shall be notified by the CONSULTANT of Consultant's obligations under this
Agreement, including the nondiscrimination requirements.
XI TERMINATION OF AGREEMENT
A. The CITY may terminate this Agreement at any time upon not less than ten (10)
days written notice to the CONSULTANT. Written notice will be by certified mail
sent to the consultant's designated representative at the address provided by the
CONSULTANT.
B. In the event this Agreement is terminated prior to the completion of the work, a final
payment shall be made to the CONSULTANT, which, when added to any payments
previously made, shall compensate the CONSULTANT for the percentage of work
completed.
C. In the event this Agreement is terminated prior to completion of the work,
documents that are the property of the CITY pursuant to Section 11 above, shall be
delivered to and received by the CITY prior to transmittal of final payment to the
CONSULTANT.
X111 INDEMNIFICATION/HOLD HARMLESS
CONSULTANT shall defend, indemnify and hold the CITY, its officers, officials and
employees harmless from any and all claims, injuries, damages, losses or suits
including attorney fees, arising out of or resulting from the negligent or intentional acts,
errors or omissions of the CONSULTANT in performance of this Agreement, except for
injuries and damages caused by the sole negligence of the CITY.
The CITY agrees to indemnify the CONSULTANT from any claims, damages, losses,
and costs, including, but not limited to, attorney's fees and litigation costs, arising out of
claims by third parties for property damage and bodily injury, including death, caused
Professional Database Services Agreement Contract-Page 4 of 7
solely by the negligence or willful misconduct of the CITY, CITY's employees, or agents
in connection with the work performed under this Agreement.
If the negligence or willful misconduct of both CONSULTANT and CITY (or a person
identified above for whom each is liable) is a cause of such damage or injury, the loss,
cost, or expense shall be shared between the CONSULTANT and the CITY in
proportion to their relative degrees of negligence or willful misconduct and the right of
indemnity shall apply for such proportion.
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, the CITY, and the officers, officials and employees of either, the
CONSULTANT'S liability hereunder shall be only to the extent of the CONSULTANT'S
negligence. 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. This waiver
has been mutually negotiated by the parties. The provisions of this section shall survive
the expiration or termination of this Agreement. However, the CONSULTANT expressly
reserves its rights as a third person set forth in RCW 51.24.035.
XIII 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.
No Limitation. CONSULTANT'S maintenance of insurance as required by the
agreement shall not be construed to limit the liability of the CONSULTANT to the
coverage provided by such insurance, or otherwise limit the CITY'S recourse to any
remedy available at law or in equity.
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; and,
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
Professional Database Services Agreement Contract-Page 5 of 7
A
respect to the work performed for the CITY; and,
3. Workers' Compensation coverage as required by the Industrial Insurances laws of
the State of Washington; and
4. Professional Liability insurance appropriate to the CONSULTANT's profession.
B. Minimum Amounts of Insurance
CONSULTANT 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. Business Liability General Aggregate insurance shall be written with limits
no less than $2,000,000 each occurrence, $4,000,000 general aggregate.
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 shall provide the CITY and all additional insured's
with written notice of any policy cancellation, within two (2) business days
of their receipt of such cancellation.
3. Any payment of deductible or self-insured retention shall be the sole
responsibility of the CONSULTANT.
4. The CONSULTANT'S insurance shall contain a clause stating that
coverage shall apply separately to each insured against whom claim is
made or suit is brought, except with respects to the limits of the insurer's
liability.
D. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of not less than
A:VII.
Professional Database Services Agreement Contract- Page 6 of 7
E. Verification of Coverage
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.
Failure on the part of the CONSULTANT to maintain the insurance as required shall
constitute a material breach of contract, upon which the CITY may, after giving five (5)
business days notice to the CONSULTANT to correct the breach, immediately terminate
the Agreement, at its discretion, procure or renew such insurance and pay any and all
premiums in connection there with, with any sums so expended to be repaid to the CITY
on demand, or at the sole discretion of the CITY, offset against funds due the
CONSULTANT from the CITY.
XIV APPLICABLE LAW
This Agreement shall be construed and interpreted in accordance with the laws of the
State of Washington, and in the event of dispute the venue of any litigation brought
hereunder shall be Clallam County.
XV ATTACHMENTS AND SIGNATURES
This Agreement, including its Attachments, constitutes the entire Agreement,
supersedes all prior written or oral understandings, and may only be changed by a
written amendment executed by both parties. The following Attachments are hereby
made a part of this Agreement:
Attachment A — Scope of Work
Attachment B — Budget of Initial Tasks
Attachment C — Consultant Labor Costs
Attachment D — Non-Disclosure Agreement
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first written above.
CITY OF PORT ANGELES APPROVED AS TO FORM:
-
Craig n, Di ffir6f, "Piu ' W s&Utilities William Bloor, City Attorney
C(7S, N ATTEST:
Jan j Hurd,City Clerk
TI
)/'
Professional Database Services Agreement Contract-Page 7 of 7
Attachment A— SCOPE OF WORK
Contracted duties consist of monthly database administration and tuning for ArcGIS
and Cityworks, for the purpose of keeping the databases healthy and the software
current. Services shall be limited to the databases and application software on the
City's GISCMMS server. Specific duties are to include:
1. Compressing and indexing data
2. Creating backup files
3. Monitoring log files
4. Installing service packs and upgrades
CONSULTANT will work through a remote connection, typically during the hours of 6
pm to midnight, a few times a month, and will be provided with full administrative rights
to the GISCIVIMS server.
Contracted duties will not be the responsibility of the City IT Division. IT will continue to
provide maintenance for the hardware, operating system, hard drive backups, proxy
server, web services, desktop and client software, and other issues not specifically
delegated to the CONSULTANT.
END OF ATTACHMENT A
Professional Database Services Agreement Attachment A-Page 1 of 1
Attachment B —TASK BUDGET
Contract shall be valid for all tasks through December 31, 2014. Estimated time
required per month is 6 hours. Total shall not exceed 80 hours total for the contract
time, unless additional time is negotiated by both parties.
END OF ATTACHMENT B
Professional Database Services Agreement Attachment B-Page 1 of 1
Attachment C — CONSULTANT LABOR COSTS
Labor Category Hourly Rates
Principal $ 50.00
END OF ATTACHMENT C
Professional Database Services Attachment C-Page 1 of 1
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Attachment D - NON-DKSCLOSURE AGREEMENT
THIS AGREEMENT governs the disclosure ofinformation by and between the City of
Port Angeles, and CONSULTANT, collectively referred bzas ''party">.
1. Definition of Confidential |nfpnnmt|#n. An used herein, "Confidential Information"
shall mean any and all technical and non-technical information related to data
provided bv either party tn the other.
2. Exceptions to Confidential Information. Each party's obligations under this
Agreement with respect to any portion of the other party's Confidential Information
ahm|| terminate when the party hnwhom Confidential Information was disclosed (the
"Recipient") can document that: (e) it was in the public domain at the time it was
communicated to the Recipient by the other party; (b) it entered the public domain
subsequent hnthe time it was communicated to the Recipient by the other party
through no fault of the Recipient; (o) it was in the Recipient's possession free of any
obligation of confidence at the time it was communicated to the Recipient by the
other party; (d) it was rightfully communicated to the Recipient free of any obligation
of confidence subsequent to the time it was communicated to the Recipient by the
other party; (e) it was developed by employees or agents of the Recipient
independently of and without reference to any information communicated to the
Recipient by the other party; /f\ it was communicated by the other party to an
unaffiliated third party free of any obligation of confidence; (g) the communication
was in response to a valid order by a court or other governmental bndy, was
otherwise required by |ovv, or was necessary to establish the rights of either party
under this Agreement; or (h) it was not |egonded as Confidential Information of the
disclosing party and if disclosed Vna||y or visually, it was not identified as Confidential
Information of the disclosing party ot the time of such communication.
3. Handling of Confidential Information. Each party agrees that at all times and
notwithstanding any termination or expiration of this Agreement it will hold in strict
confidence and not disclose to any third party Confidential Information of the other,
except as approved in writing by the other party to this Agreement. Each party shall
only permit access to Confidential Information of the other party to those of its
employees or authorized representatives having a need to know orare otherwise
bound by confidentiality obligations at least as restrictive as those contained herein.
4. Residual Knowledge. Recipient may enhance its knowledge and experience
retained in intangible form in the unaided memories of its directors,
employees/contractors and advisors as a result of viewing Diec\omor's Confidential
Information. So long as Recipient complies with 8noUon 3 of this Agrenment.
Recipient may develop, disclose, market, transfer end/or use such knovv|odge,
experience and intellectual property that may be generally oirni|or to Diac|omer's
Confidential Information, and Discloser shall not have any rights in such knowledge,
experience or intellectual property nor any rights to compensation related to the
Recipient use of such knowledge, experience or intellectual property, nor any rights
in Recipient's business endeavors.
5. Term and Termination. This Agreement oho|| terminate two (2) year(s) after the
Effective Date. The Recipient's obligations under this Agreement shall survive
Professional Database Services Attachment n-Page 1 of
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termination of the Agreement between the parties and shall be binding upon the
Recipient's heirs, successors and assigns for a period of five (5) years. Upon
termination or expiration of the Agreement, or upon written request of the other party,
each party shall promptly return to the other all documents and other tangible
materials representing the other's Confidential Information and all copies thereof.
8. Warranties. Each party represents and warrants tn the other party that (i) it has the
requisite corporate authority to enter into and perform this Agreement, (ii) this
Agreement constitutes its legally binding obligation, enforceable in accordance with
its terms, and (iii) its execution and performance under this Agreement, including its
disclosure of Confidential Information to the Recipient, will not result in o breach of
any obligation to any third podx or infringe or otherwise violate any third party's
rights.
7. No Export. Neither party shall export' directly or indirectly, any technical data
acquired from the other pursuant to this Agreement or any product utilizing any such
data to any country for which the U.S. Government or any agency thereof at the time
of export requires an export license or other governmental approval without first
obtaining such license orapproval.
8. No Reverse Engineering. Each of the parties agrees that the software programs of
the other party contain valuable Confidential Information and each party agrees it will
not modify, reverse engineer, deonmpi|e' unaete other vvnrhe fnom, or disassemble
any software programs contained in the Confidential Information of the other party
without the prior written consent of the other party.
9. No Grant ofRights. The parties recognize and agree that nothing contained in this
Agreement shall be construed as granting any property rights, by |io*naa or
otherwise, to any Confidential Information of the other party disclosed pursuant to
this Agreement, or to any invention or any patent, copyright, trademark, or other
intellectual property right that has issued or that may issue, based on such
Confidential Information. Neither party shall make' have mada. *ume or sell for any
purpose any product or other item using, incorporating or derived from any
Confidential Information of the other party.
10. Equitable Remedies. Recipient acknowledges that Recipient's breach of this
Agreement may cause irreparable harm to Discloser for which [}iso|naer is entitled to
seek injunctive nr other equitable relief as well as monetary damages.
11. Miscellaneous. Neither pndv shall not transfer or assign this Agreement to any
other person or enUty, whether by operation of |ovv or otherwise, without the prior
written consent of the other. Any such attempted assignment shall be void and of no
effect. This Agreement shall be governed by' enforced under, and construed and
interpreted in accordance with, the |avva of the State of Washington without reference
to conflict of |evva principles. Each pehv agrees consents to venue and personal
jurisdiction in C|a||am County, Washington. If any provision of this Agreement is
found by proper authority to be unenforceable or invalid such unmnforoeabi|ih/ or
invalidity mho|| not render this Agreement unenforceable or invalid as a whole and in
such ovent, such provision shall be changed and interpreted so as to beat
accomplish the objectives of such unenforceable or invalid provision within the limits
of applicable |mvv. Neither party will assign or transfer any rights or obligations under
Professional Database Services mmcxmanto-Paoounrn
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this Agreement, including bv operation of law, without the prior written consent ofthe
other party. The Agreement iethe complete and exclusive agreement regarding the
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disclosure of Confidential Information between the pmrtiee, and replaces any prior
oral or written communications between the parties regarding Confidential
Information. This Aor8ennerd may be signed in multiple Copiee, each of which shall
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constitute the same instrument. Once completely executed, any reproduction of this
Agreement made by reliable means shall be considered onoriginal.
CITY C)F PORT ANGELES
Date: Date:
Address: �j r Address: S1 MU-)
Professional Database Services xoacmmemo-paoeoo[o