HomeMy WebLinkAbout001163 Original Contract 0 City Of Port Angeles
Record#001163
AGREEMENT AND
SERVICES CONTRACT
THIS AGREEMENT("Contract")is effective as of the date ofthe last signature affixed below and is made
by and between the City of Port Angeles,a Washington municipal corporation("City"or"Owner"),and
EIM Environmental Information Management LLC ("Consultant or Contractor"), a Washington LLC
located at 1137 Highland Avenue,Port Angeles,WA 98363.
IN CONSIDERATION of the payments,covenants,and agreements hereinafter mentioned,to be
made and performed by the parties hereto,the parties agree as follows:
1. SCOPE OF SERVICES
The CITY may review the CONSULTANT'S services,and if they do not meet the Professional Standard
of Care the CONSULTANT shall make such changes as may be required by the CITY.
The CONSULTANT agrees that all services performed under this Contract shall be in accordance with
the standards of the profession for similar services on similar projects of like size and nature and in
compliance with applicable federal,state and local laws.
The Scope of Services may be amended upon written approval of both Parties.
Upon request of the Department of Community and Economic Development or the Department of
Public Works and Utilities,the CONSULTANT will provide cultural resource and archaeological
services. This includes:
a. Examination of clear and graded surfaces exposed by excavation and excavation spoils to
identify any previously undocumented cultural remains within a project area;
b. Proper documentation and assessment of finds when contacted by the Citys construction
supervisors;
c. Recording all prehistoric and cultural material discovered by the CONSULTANT or the
City's construction personnel on archaeological monitoring forms. Documentation
methods may include photographs,sketches,scaled drawings,and written descriptions.
Consultant may also take samples and artifacts for identification and analysis;and
d. Observing with the primary goal of discovery and documentation of previously unknown
cultural material in a City project Where complex or extensive cultural remains are
encountered,the CONSULTANT may request additional professional staff to provide
timely documentation of the resource.
2. MAXIMUM COMPENSATION
Unless otherwise agreed to in writing by both parties,the CONSULTANT'S total compensation and
reimbursement under this Contract,including labor,direct non-salary reimbursable costs and outside
services,shall not exceed the maximum sum of$5,000.00 for the Department of Community and
Economic Development and$5,000.00 for the Department of Public Works and Utihtes. This Contract
for services will be on an as-needed basis. The City does not guarantee any minimum amount of work
under this Contract.
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3. TERM OF THE CONTRACT
The term of the Contract is through December 31,2016. The City reserves the right to extend this
Contract for services an additional three(3)years,extending in 12 month increments by mutual
agreement
4. PAYMENT
The CITY shall pay the CONSULTANT as set forth in this section of the Contract. 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 cost for actual labor,overhead and profit
plus CONSULTANT'S direct non-salary reimbursable costs as detailed in Exhibit A.
B. The CONSULTANT shall submit invoices to the CITY within 30 days of completing any project.
Invoices shall detail the work,hours,employee name,and hourly rate;shall itemize with receipts
and invoices the non-salary direct costs;shall indicate the specific task or activity to which the
costs are related;and shall indicate the cumulative total. In addition,the CONSULTANT will
submit a short narrative describing progress made on all open projects during the pay period.
C. The CITY shall review the invoices and make payment for the CITY for the work accomplished 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.
S. CHANGES IN WORK
Other than changes directed by the CITY as set forth in Section 1 above,either party may request
changes in the Scope of Services. Such changes shall not become part of this Contract unless and until
mutually agreed upon and incorporated herein by written amendments to this Contract executed by
both parties.
& SUBCONTRACTS
A. The CONSULTANT shall not sublet or assign any of the work covered by this Contract 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 sub-consultant or supplier shall be notified by the CONSULTANT of
CONSULTANT's obligations under this Contract,including the nondiscrimination requirements.
7. 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
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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,
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.
8. INDEPENDENT CONTRACTOR STATUS
The relation created by this Contract 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 of services within the Scope of Services. 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
9. EMPLOYMENT
Employees of the CONSULTANT,while engaged in the performance of any work or services under this
Contract,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 Contract,the CONSULTANT shall not employ or contract with any CITY employee
without the CITY's written consent.
10. OWNERSHIP OF DOCUMENTS
Upon completion of the work all documents,exhibits,photographic negatives,or other presentations
of the work with the exception of those standard details and specifications regularly used by the
CONSULTANT in its normal course of business shall upon payment of all amounts rightfully owed by
the CITY to the CONSULTANT herein 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.
11. TERMINATION OF CONTRACT
A. The CITY may terminate this Contract at anytime upon not less than ten(1 Q)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.As a condition precedent
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to termination for cause the CONSULTANT shall be given the notice period to cure such cause and
shall have failed to so cure.
B. In the event this Contract 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 work completed.
C. In the event this Contract is terminated prior to completion of the work,documents that are the
property of the CITY pursuant to Section 10 above,shall be delivered to and received by the CITY
prior to transmittal of final payment to the CONSULTANT.
12. INDEMNIFICATIONMOLD HARMLESS
CONSULTANT 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 acts,errors or omissions of the CONSULTANT in
performance of this Contract,except for injuries and damages caused by the sole negligence of the
CITY.
Should a court of competent jurisdiction determine that this Contract 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,employees,and volunteers 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 Contract. However,the CONSULTANT expressly reserves its
rights as a third person set forth in RCW 51.24.035.
13. INSURANCE
The CONSULTANT shall procure and maintain for the duration of the Contract,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 Contract shall not be
construed to limit the liability of the CONSULTANT to the coverage provided by such insurance,or
otherwise limit the CITYS 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
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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 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. Commercial General Liability insurance shall be written with limits no less than
$1,000,000 each occurrence,$2,000,000 general aggregate.
3. Professional Liability insurance shall be written with limits no less than$1,000,,000
per claim and$1,000,000 policy aggregate limit.
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 shall provide CITY and all Additional Insureds with written notice
of any policy cancellation within two(2)business days of their receipt of such notice.
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:VlI
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
14. APPLICABLE LAW
This Contract 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.
15. EXHIBITS AND SIGNATURES
This Contract,including its exhibits,constitutes the entire Contract,supersedes all prior written or
oral under-standings,and may only be changed by a written amendment executed by both parties.
The following exhibits are hereby made a part of this Contract:
IN FAITH WHE�REOF, witness the hand and seals of both parties hereto on the day and year in this
Contract first above written., DATED the day and year set forth above.
EIM Environmental Information CITY OF PORT ANGELES
Management LLC
By: 14 Z2L=n , 2 By:,
Printed Name: Printed Name:
T'ide: Title:
Date: "e> ZZ— O!E� ....................... Date:
APPIRZOVED AS TO 170�"
BY:
CITY ATTOf(NEY
ATTEST:
BY:
&T'ly Cl. RK
N:\Professional Services Agreements\201 6 Archaeoloocal Services-EIM\Agreement.docx
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EXH I BIT A
Ei
EnVironmental Information
Management LLC
EIN 26-4749821
Archaeological Environmental Consulting
1137 Highland Ave
Front Angeles,WA 98362
3601 775-7611
EIM14@OLMook.com
Professional Hourly Rates
Kgy Perlignolgl jEully-B
Classification Hourly Billing Rate
Archaeolojost/Principal Investigator $7 .i
Tribal Monitor/Field Technician $25.00
Administrative Assistant $28.00
Other DirectCosts:
Copies (black and white) .10/pa e
Copies (Color) 1,00/pa e
GPS unit $75,0101/day.
Mileage ,56/mile
Lodging 95,00- $122.00(August and tember)/day