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HomeMy WebLinkAbout001246 Original Contract The City of Port Angeles Record # 001246 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE THE CITY OF PORT ANGELES AND WESTECH COMPANY RELATING TO: PSA-2017-25 ENVIRONMENTAL CONSULTING SERVICES THIS AGREEMENT is made and entered into, by and between THE CITY OF PORT ANGELES, a non-charter code city and municipal corporation of the State of Washington, (hereinafter called the "CITY") and G. BRADFORD SHEA, spouse of MARY ANNE SHEA, dba WESTECH COMPANY, a sole proprietorship authorized to do business in the state of Washington (hereinafter called the "CONSULTANT"). 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 SERVICES General Scope. CONSULTANT'S scope of professional services is in the attached Exhibit A and shall include all services and material necessary to accomplish those 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. Such changes shall not constitute "Extra Work" as related in Section XII of this Agreement. Any changes made necessary due to causes outside the CONSULTANT'S reasonable control shall be provided as an extra work herein. The CONSULTANT agrees that all services performed under this Agreement shall be in accordance with the applicable professional standards and in compliance with applicable federal, state and local laws. The Scope of Services may be amended upon written approval of both parties. II OWNERSHIP OF DOCUMENTS Upon completion of the services, all documents, exhibits, digital photos, or other presentations of the services, 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, 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 Westech Company PSA-2017-25 Environmental Consulting Services Agreement Page 1 of 15 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 is subject to the CITY's approval. IV TIME OF PERFORMANCE The CONSULTANT may begin work upon execution of this Agreement by both parties and written direction to proceed from the CITY. The duration of the Agreement shall extend through December 31, 2017. The work shall be completed in accordance with the schedule set forth in the attached Exhibit B. 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 cost for actual labor, overhead and profit plus CONSULTANT'S direct non-salary reimbursable costs as set forth in the attached Exhibit C. B. The CONSULTANT shall submit invoices to the CITY on a monthly basis. Invoices shall detail the work, hours, employee name, and hourly rate; shall itemize with receipts and invoices the non-salary direct costs, subconsultants, and outside services; shall indicate the specific task or activity in the Scope of Service to which the costs are related; and shall indicate the cumulative total for each task. 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. F. Payment for "Extra Work" performed under Section XII of this Agreement shall be as agreed to by the parties in writing. 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- Westech Company PSA-2017-25 Environmental Consulting Services Agreement Page 2 of 15 salary reimbursable costs, subconsultant costs and outside services, shall not exceed the maximum sum of $10,000.00. The budget for each task is as set forth in the attached Exhibit D. Budgets for tasks may be modified upon mutual agreement between the two parties, but in any event, the total payment to CONSULTANT shall not exceed $10,000.00. 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 within the scope of services to be provided. 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. 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, 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 Westech Company PSA-2017-25 Environmental Consulting Services Agreement Page 3 of 15 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 sub-consultant or supplier shall be notified by the CONSULTANT of CONSULTANT's obligations under this Agreement, including the nondiscrimination requirements. XI 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 Services. 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. XII EXTRA WORK The CITY may desire to have the CONSULTANT perform work or render services in connection with this Agreement, in addition to the Scope of Services 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 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 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 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 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. Westech Company PSA-2017-25 Environmental Consulting Services Agreement Page 4 of 15 XIV INDEMNIFICATION/HOLD HARMLESS The 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 in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the CITY. 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 and the CITY, its officers, officials, employees, and volunteers, 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. XV 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, products-completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85 or an equivalent endorsement. There shall be Westech Company PSA-2017-25 Environmental Consulting Services Agreement Page 5 of 15 no endorsement or modification of the Commercial General Liability Insurance for liability arising from explosion, collapse or underground property damage. 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 using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured-Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing equivalent coverage; 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 CONSULTANT'S Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they 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. 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 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. F. Subcontractors The CONSULTANT shall have sole responsibility for determining the insurance coverage and limits required, if any, to be obtained by subcontractors, which determination shall be made in accordance with reasonable and prudent business Westech Company PSA-2017-25 Environmental Consulting Services Agreement Page 6 of 15 practices. G. Notice of Cancellation The CONULTANT shall provide the CITY and all Additional Insureds for this work with written notice of any policy cancellation, within two business days of their receipt of such notice. H. Failure to Maintain Insurance 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 business days notice to the CONSULTANT 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 therewith, 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. 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 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. XVIII QUALIFICIATIONS CONSULTANT is in full compliance with the statutes of the State of Washington for professional registration and other applicable requirements. CONSULTANT has the background, experience, and ability to perform the required work in accordance with the standards of the profession. CONSULTANT provide qualified personnel and appropriate facilities necessary to accomplish the work. XX ATTACHMENTS The following exhibits are hereby made a part of this Agreement: Exhibit A — Scope of Work Exhibit B — Schedule Exhibit C — Fee Schedule Exhibit D -- Budget Westech Company PSA-2017-25 Environmental Consulting Services Agreement Page 7 of 15 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the last signature affixed below. CITY OF PORT ANGELES WESTECH COMPANY: Dan McKeen, City Manager 6- 13t :,--/� .� :L12.-e_ zd Name and Title Date: ► -7 Date: ,� L / APPROVED AS TO FOR William E. Bloor, City Attorney ATTEST: -!� - i I ar laseo J nnifer Yeneklasen, City Clerk Westech Company PSA-2017-25 Environmental Consulting Services Agreement Page 8 of 15 EXHIBIT A - SCOPE OF SERVICES The City of Port Angeles (CITY) is conducting a stormwater basin study of the portion of the municipal separate stormwater system (MS4) that outfalls along the shoreline at the northern terminus of N Street (N St. Basin Study). The N St. Basin Study is funded by the Stormwater Utility, and is part of the CITY'S Illicit Discharge Detection and Elimination (IDDE) program, which is a requirement of the CITY'S Municipal Stormwater NPDES Permit. The studies involve mapping and modeling the MS4 sub-basins in order to document the hydraulic characteristics of the systems and estimate runoff volumes. The N St. Basin Study has one documented wetland (federal mapping system) and possibly a second wetland located in the vicinity of M Street. The CITY requires qualified technical assistance in order to document the character and extent of the wetland(s). The Scope of Work for Westech Company (CONSULTANT) is to prepare a Wetland Determination for wetlands in the proximity of 10th and M Streets in Port Angeles (Task 1) and additional environmental services as directed by the CITY (Task 2). Task 1 will be completed in accordance with City of Port Angeles Municipal Code Standards for evaluating wetlands. Task 1 — loth and M Street Wetland Determination: This element is to conduct necessary fieldwork to determine the boundaries of potential wetland characteristics shown in the CITY'S map (cross-hatched area) which have been previously documented as a potential wetland area. CONSULTANT will conduct fieldwork to determine the presence and boundaries of wetland characteristics in this area and whether the extent of such wetland areas are naturally occurring or the result of directed stormwater drainage. The CITY will assist with completing GPS coordinates of the boundary based on CONSULTANT'S flagging in the field. Flagging will only occur on CITY owned property or within Public Right of Way unless otherwise authorized by the Director of Public Works and Utilitites and Director of Community and Economic Development. CONSULTANT will generate a professional report on the extent and type of the wetlands within the areas designated on the CITY'S map (between 10t' and 12th Streets and between N and M Streets, extending roughly to the alley to the west of M Street. Task 1 — Subtasks are as follows: Subtask 1A. Determine the location and boundaries of the wetlands in Block 361 within the proposed study areas (cross-hatched area on the CITY'S map). Where wetland characteristics are present, identify physical and biological conditions including vegetation, soils and hydrology, which form the basis of Corps methodology to determine wetlands and a determination of wetland classification of the larger wetland. Upon completion of limited boundary determination, schedule an on-site walk through with the Director of Public Works and Utilities and Community and Economic Development Director. Westech Company PSA-2017-25 Environmental Consulting Services Agreement Page 9 of 15 Subtask 1 B. Determine the location and boundaries of the remainder of the wetlands within the proposed study area (cross-hatched area on the CITY'S map). Where wetland characteristics are present, identify physical and biological conditions including vegetation, soils and hydrology, which form the basis of Corps methodology to determine wetlands. Upon completion of remainder of the boundary determination schedule an on-site walk through with the Director of Public Works and Utilities and Community and Economic Development Director. Subtask 1 C. Prepare a draft report documenting areas of Wetland Boundaries marked in the field (on Google Earth Base map and County parcel mapping). Prepare necessary maps, tabular data and text to document wetland locations (including site photographs, up to four pairs of data sheets and a completed Wetland Rating form). The draft report will be reviewed by the Director of Public Works and Utilities and Director of Community and Economic Development. Following that review a final report will be provided to the CITY. Subtask 1 D. Prepare a final report documenting areas of Wetland Boundaries marked in the field (on Google Earth Base map and County parcel mapping). Prepare necessary maps, tabular data and text to document wetland locations (including site photographs, up to four pairs of data sheets and a completed Wetland Rating form). Task 2 — Directed Services: Services will be directed by the CITY as it deems appropriate, necessary for Wetland or other Environmental Services to assist the Department of Public Works and Community and Economic Development Department. Westech Company PSA-2017-25 Environmental Consulting Services Agreement Page 10 of 15 EXHIBIT B - SCHEDULE Task 1: 101h and M Street Wetland Determination Subtask 1A to be completed within 10 days of Notice to Proceed by the CITY. CONSULTANT will schedule fieldwork in coordination with the CITY so that GPS work can occur in parallel with wetlands boundary flagging. Subtasks 1 B, 1 C and 1 D will be completed within 90 days of Notice to Proceed by the CITY. CONSULTANT will coordinate and schedule fieldwork with the CITY so that GPS work can occur in parallel with wetlands boundary flagging. Task 2: Directed Services Schedule to be determined and authorized when needed by the CITY. Westech Company PSA-2017-25 Environmental Consulting Services Agreement Page 11 of 15 EXHIBIT C - FEE SCHEDULE (See Attached Fee Schedule) Westech Company PSA-2017-25 Environmental Consulting Services Agreement Page 12 of 15 WESTECH COMPANY 2017 HOURLY RATE SCHEDULE' Labor Rates: (includes salary, fringe benefits, administrative overhead and profit) Senior Professicna12 = $110.00 — $150.00 Professional = $110.00 Expert Witness Testimony (Senior Professional) = $300.003 Scientist/Engineer/Planner = 590.00 Research Scientist = S60.00 — $80.00 Biologist = S60.00 — $90.00 Technician = $40.00 — $50.00 Field Technician/Research Associate = $50.00 — $60.00 Field Team (2 person) _ $120.00 — $150.00 Administrative/Accounting = $80.00 — $90.00 Direct Expenses: Cost + 10% Administrative Surcharge. Specific Costs Itemized Below. Transportation: Automobile - surfaced roads $0.53.5 per mile 4-wheel drive S0.80 per mile Air (airline/private) Cost plus 10% Laboratory Cost Plus 10% Computer time: Word Processing/ Data Analysis Included Computer Modeling $30.00/hr Equipment Rental: Variable Depending on Equipment Needed (list available upon request) 'Effective January 1, 2017. Minimum job charge is 6 hours. All terms due upon receipt of invoice and net 15 days unless otherwise agreed. 'Discount -ates available to local government agencies and local non-profit organizations. 3Expert witness preparation time is charged at Professional Time Rates. Court time is charged at Expert Witness Testimony Rates (,300-500/hr ). VVESTEC H'RATE 17/020317/mas EXHIBIT D - BUDGET Task 1: 10th and M Street Wetland Determination Cost not to exceed $5,000.00 Task 2: Directed Services Cost not to exceed $5,000.00 Total Budget Cost not to exceed $10,000.00 Westech Company PSA-2017-25 Environmental Consulting Services Agreement Page 14 of 15 EXHIBIT MAP s i Rd � m m 3 ry � 1 r 0 CA) C O � Westech Company PSA-2017-25 Environmental Consulting Services Agreement Page 15 of 15