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HomeMy WebLinkAbout000714 Original Contract City of Port Angeles Record #000714 AGREEMENT FOR SERVICES BETWEEN THE THE CITY OF PORT ANGELES AND BergerABAM CSO Phase 1 - Rayonier Outfall Physical Evaluation RELATING TO: RAYONIER OUTFALL EVALUATION THIS AGREEMENT is made and entered into this day of 2014, by and between THE CITY OF PORT ANGELES, a non-charter code city of the State of Washington, (hereinafter called the "CITY") and BergerABAM, located at 33301 Ninth Avenue South Suite 300, Federal Way, Washington 98003 authorized to do business in the state of Washington (hereinafter called the "Service Provider"). WHEREAS, the CITY desires diving inspection services to support the repair of the Rayonier outfall; and WHEREAS, the CITY desires to engage the services and assistance of a qualified firm to perform the scope of work as detailed in Exhibit A, and WHEREAS, the SERVICE PROVIDER 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 SERVICE PROVIDER 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 services to be performed and the results to be achieved by the SERVICE PROVIDER shall be as detailed in the attached Exhibit A and shall include all services and material necessary to accomplish the work. The CITY may review the SERVICE PROVIDER's work product, and if it is not satisfactory, the SERVICE PROVIDER shall make such changes as may be required by the CITY. Such changes shall not constitute "Extra Work" as related in Section XII of this Agreement. The SERVICE PROVIDER 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. CSO Phase 1 -Rayonier Outfall Physical Evaluation Professional Services Agreement Page 1 of 10 11 OWNERSHIP OF DOCUMENTS Upon completion of the work, all documents, exhibits, 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 SERVICE PROVIDER. 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 SERVICE PROVIDER'S representative shall be subject to the approval of the CITY. IV TIME OF PERFORMANCE The SERVICE PROVIDER may begin work upon execution of this Agreement by both parties and the duration of the Agreement shall extend through March 14, 2014. V PAYMENT The CITY shall pay the SERVICE PROVIDER 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 SERVICE PROVIDER'S hourly cost and shall include actual labor, overhead and profit plus SERVICE PROVIDER'S direct non-salary reimbursable costs as set forth in the attached Exhibit B. B. The SERVICE PROVIDER 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 SERVICE PROVIDER 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 SERVICE PROVIDER will be made after the completion of the work and acceptance by the CITY. F. Payment for "Extra Work" performed under Section XI I of this Agreement shall be as agreed to by the parties in writing. CSO Phase 1 -Rayonier Outfall Physical Evaluation Professional Services Agreement Page 2 of 10 VI MAXIMUM COMPENSATION Unless otherwise agreed to in writing by both parties, the SERVICE PROVIDER'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 $ 20,900.00. Budgets for task(s) may be modified upon mutual agreement between the two parties, but in any event, the total payment to SERVICE PROVIDER shall not exceed 20 900.00. VII INDEPENDENT CONTRACTOR STATUS The relation created by this Agreement is that of owner-independent contractor. The SERVICE PROVIDER is not an employee of the CITY and is not entitled to the benefits provided by the CITY to its employees. The SERVICE PROVIDER, as an independent contractor, has the authority to control and direct the performance within the scope of work. The SERVICE PROVIDER 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 SERVICE PROVIDER, while engaged in the performance of any work or services under this Agreement, shall be considered employees of the SERVICE PROVIDER 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 SERVICE PROVIDER'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 SERVICE PROVIDER. In performing this Agreement, the SERVICE PROVIDER shall not employ or contract with any CITY employee without the CITY's written consent. IX NONDISCRIMINATION The SERVICE PROVIDER 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 SERVICE PROVIDER 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, B. The SERVICE PROVIDER 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. CSO Phase 1 -Rayonier Outfall Physical Evaluation Professional Services Agreement Page 3 of 10 X SUBCONTRACTS A. The SERVICE PROVIDER 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 SERVICE PROVIDER 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 SERVICE PROVIDER of SERVICE PROVIDER's obligations under this Agreement, including the nondiscrimination requirements. X1 CHANGES IN WORK Other than changes directed by the CITY as set forth in Section I above, either party may request changes in the scope of work. Such changes shall not become part of this Agreement unless and until mutually agreed upon and incorporated herein by written amendments to this Agreement executed by both parties. X11 EXTRA WORK The CITY may desire to have the SERVICE PROVIDER perform work or render services in connection with this project, in addition to the Scope of Work set forth in Exhibit A and minor revisions to satisfactorily completed work. Such work shall be considered as "Extra Work" and shall be addressed in a written supplement to this Agreement. The CITY shall not be responsible for paying for such extra work unless and until the written supplement is executed by both parties. XIII TERMINATION OF AGREEMENT A. The CITY may terminate this Agreement at any time upon not less than ten (10) days written notice to the SERVICE PROVIDER. Written notice will be by certified mail sent to the consultant's designated representative at the address provided by the SERVICE PROVIDER. B. In the event this Agreement is terminated prior to the completion of the work, a final payment shall be made to the SERVICE PROVIDER, which, when added to any payments previously made, shall compensate the SERVICE PROVIDER 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 SERVICE PROVIDER. XIV INDEMNIFICATION/HOLD HARMLESS SERVICE PROVIDER shall defend, indemnify and hold the CITY, its officers, officials, employees and volunteers 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 SERVICE PROVIDER in performance of this Agreement, except for injuries and damages caused by the sole negligence of the CITY. CSO Phase 1 -Rayonier Outfall Physical Evaluation Professional Services Agreement Page 4 of 10 The CITY agrees to indemnify the SERVICE PROVIDER 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 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 SERVICE PROVIDER 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 SERVICE PROVIDER 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 SERVICE PROVIDER, the CITY, and the officers, officials, employees, and volunteers of either, the SERVICE PROVIDER'S liability hereunder shall be only to the extent of the SERVICE PROVIDER'S negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the SERVICE PROVIDER'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 SERVICE PROVIDER expressly reserves its rights as a third person set forth in RCW 51.24.035. XVINSURANCE The SERVICE PROVIDER 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 SERVICE PROVIDER, its agents, representatives, employees or subcontractors. No Limitation. SERVICE PROVIDER'S maintenance of insurance as required by the Agreement shall not be construed to limit the liability of the SERVICE PROVIDER to the coverage provided by such insurance, or otherwise limit the CITY'S recourse to any remedy available at law or in equity. CSO Phase 1 -Rayonier Outfall Physical Evaluation Professional Services Agreement Page 5 of 10 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 SERVICE PROVIDER'S Commercial General Liability insurance policy with 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. Protection & Indemnity insurance consistent with Paragraph XV (13)(3) below. B. Minimum Amounts of Insurance SERVICE PROVIDER 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. This contract involves work on or adjacent to navigable water, as defined by the U.S. Department of Labor. The SERVICE PROVIDER therefore shall provide proof of insurance coverage in compliance with the statutory requirements of the U.S. Longshore and Harbor Workers' Compensation Act (administered by the U.S. Department of Labor). If the SERVICE PROVIDER is working from barges or any other watercraft, owned or non-owned, the SERVICE PROVIDER must maintain Protection and Indemnity (P&I) insurance providing coverage for actions of the crew to third parties in the amount of $1,000,000 each occurrence or accident. The SERVICE PROVIDER must also provide proof of insurance coverage in compliance with the statutory requirements of the Merchant Marine Act of 1920 (the "Jones Act"). C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability, Commercial General Liability, and Protection & Indemnity insurance: CSO Phase 1 -Rayonier Outfall Physical Evaluation Professional Services Agreement Page 6 of 10 1 The SERVICE PROVIDER'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 SERVICE PROVIDER insurance and shall not contribute with it. 2. The SERVICE PROVIDER'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 SERVICE PROVIDER. 4. The SERVICE PROVIDER'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. E. Verification of Coverage SERVICE PROVIDER 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 SERVICE PROVIDER before commencement of the work. Failure on the part of the SERVICE PROVIDER 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 SERVICE PROVIDER to correct the breach, immediately terminate the Agreement or, 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 SERVICE PROVIDER from the CITY. XVI 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. XVII EXHIBITS AND SIGNATURES This Agreement, including its exhibits, 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 exhibits are hereby made a part of this Agreement: Exhibit A - Scope of Work Exhibit B —Service Provider Labor Costs and Non-Salary Reimbursable Costs CSO Phase 1 -Rayonier Outfall Physical Evaluation Professional Services Agreement Page 7 of 10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. CITY OF PORT ANGELES APPRO ED AS TO F070: Dan McKeen, City Manager Bill Bloor, City Attorney SERVICE PROVIDER ATTEST: .a _.. Janessa Hurd, Cl 4k TITLE: �� . ��� �����,,,�., 141- CSO Phase 1 -Rayonier Outfall Physical Evaluation Professional Services Agreement Page 8 of 10 Exhibit A - Scope of Work The Scope of Work is to provide inspection dive services for quality confirmation/evaluation of the recently completed "Phase 1 CSO Project, Project Number 06-01, Rayonier Diffuser Repair and Modifications" that was previously awarded June 18, 2013. This contract document is incorporated by reference for the purpose of providing information on the work requirements that were needed for that construction project. The included tasks are: Task 1. Perform a pre-inspection meeting between the CITY and SERVICE PROVIDER to be held prior to performing the inspection. This meeting is for coordination of the inspection parameters and timing of the dive. Task 2. Quality assurance inspection dive; this includes all support for the dive including equipment, boat and supplies. The underwater inspection will take place February 18 — 28, 2014 (dates may be modified dependent upon safe weather conditions for diving operations). Task 3. Provide a written inspection report summarizing findings and deficiencies observed. Deliverables shall include: - Two (2) hard copies of inspection report - One (1) electronic copy of inspection report and video inspection records. End of Exhibit CSO Phase 1 -Rayonier Outfall Physical Evaluation Professional Services Agreement Page 9 of 10 Exhibit B ® Consultant Labor Costs and Non-Salary Reimbursable Costs 2014 Rate Schedule Labor Category (BergerABAM) All Inclusive Hourly Billing Rate Senior Project Manger $185 Senior Engineer $115 Communication Specialist $85 Dive Pay $100/day/diver Labor Category (Associated Underwater Services) All Inclusive Hourly Billing Rate Two-man Dive Crew $2,990/day Mobilization/Demobilization $1,460/occurrence Two-man Dive Crew (pre-dive meeting) $885/half-day Equipment Category Boat $350/day U/W Camera -Still $150/day U/W Camera -Video $175/day Thickness Gage $150/day Additional Expenses(BergerABAM) Lodging Rate $125/day/diver Meals& Misc. Expenses $350 SD Cards (#4) $80 Vehicle Mileage Rate $0.56/per mile End of Exhibit CSO Phase 1 -Rayonier Outfall Physical Evaluation Professional Services Agreement Page 10 of 10