HomeMy WebLinkAbout000867 Original Contract City of Port Angeles
Record #000867
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE
CITY OF PORT ANGELES
AND
STEVE SCHUNZEL
RELATING TO: 2015 Database Management
THIS AGREEMENT is made and entered into this V day of f , 2015, by and
between THE CITY OF PORT ANGELES, a non-charter code city of the state of
Washington, (hereinafter called the "CITY") and Steve Schunzel, located at 1109 136`h 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 he 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 he 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 work 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.
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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, 2015. 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.
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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.
VII 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.
VIII 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,
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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 II above, shall be
delivered to and received by the CITY prior to transmittal of final payment to the
CONSULTANT.
XII 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
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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
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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. 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' 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:VI I
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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
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first written above.
CITY OF PORT ANGELES STEVE SCHUNZEL
q f A
Ffy'J,✓fljp �1 ��I'
r
Crai Fu ton, Dir for of Public Works & Utilities /
Name &Title
APPFOVED AST ORM:
William Bloor, City Attorney
ATTEST:
(�wh( ��'wdw
ennifer Veneklasen, City Clerk
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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
GISCMMS 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
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ATTACHMENT B -TASK BUDGET
Contract shall be valid for all tasks through December 31, 2015. 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
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ATTACHMENT C-CONSULTANT LABOR COSTS
.Labor Category Hourly Rates
Principal $50.00
END OF ATTACHMENT C
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ATTACHMENT D - NON-DISCLOSURE AGREEMENT
THIS AGREEMENT governs the disclosure of information by and between the City of
Port Angeles,and CONSULTANT,collectively referred to as "party").
1 Definition of Confidential Information. As used herein, "Confidential Information" shall
mean any and all technical and non-technical information related to data provided by either party
to 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 shall terminate when the
party to whom Confidential Information was disclosed (the "Recipient") can document that: (a) 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 to the time it was communicated to the Recipient
by the other party through no fault of the Recipient; (c) 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 body, was
otherwise required by law, or was necessary to establish the rights of either party under this
Agreement; or (h) it was not legended as Confidential Information of the disclosing party and if
disclosed orally or visually, it was not identified as Confidential Information of the disclosing party at
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 or are 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 Discloser's Confidential information. So long as Recipient complies with
Section 3 of this Agreement, Recipient may develop, disclose, market, transfer and/or use such
knowledge, experience and intellectual property that may be generally similar to Discloser'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 shall terminate two (2) year(s) after the Effective
Date. The Recipient's obligations under this Agreement shall survive 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.
6. Warranties. Each party represents and warrants to the other party that (i) it has the
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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 a breach of any obligation to any third party 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 or approval.
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, decompile, create other works from, 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 of Rights. The parties recognize and agree that nothing contained in this
Agreement shall be construed as granting any property rights, by license 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 made,
use 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 Discloser is entitled to seek injunctive or
other equitable relief as well as monetary damages.
11. Miscellaneous. Neither party shall transfer\assign this Agreement to any other person or
entity, whether by operation of law 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 laws of the
State of Washington without reference to conflict of laws principles. Each party agrees consents
to venue and personal jurisdiction in Clallam County, Washington. If any provision of this
Agreement is found by a proper authority to be unenforceable or invalid such unenforceability or
invalidity shall not render this Agreement unenforceable or invalid as a whole and in such event,
such provision shall be changed and interpreted so as to best accomplish the objectives of such
unenforceable or invalid provision within the limits of applicable law. Neither party will assign or
transfer any rights or obligations under this Agreement, including by operation of law, without
the prior written consent of the other party. The Agreement is the complete and exclusive
agreement regarding the disclosure of Confidential Information between the parties, and
replaces any prior oral or written communications between the parties regarding Confidential
Information. This Agreement may be signed in multiple copies, each of which shall constitute
the same instrument. Once completely executed, any reproduction of this Agreement made by
reliable means shall be considered an original.
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CITY OF PORT ANGELES STEVE SCHUNZEL
By:
Crai e ulton �
Director of Puiic Works
Name&Title
Date: I ' Date: Z Z 0/a
Address: 321 E. 5th Street Address: t i 05 i 3& S% Al
Port Angeles, WA 98362
C� t.. 40-4 0 a 0-- t-LA 3 3
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