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HomeMy WebLinkAbout001335 Original Contract City of Port Angeles Record#001335 SERVICE AGREEMENT BETWEEN THE THE CITY OF PORT ANGELES AND SASU PROSTART Services Agreement RELATING TO: BMX STARTING GATE 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 SASU Prostart(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 to commission the BMX safety and starting gate. CONSULTANT will ensure proper mounting of the starting gate and all associated parts. CONSULTANT will check and test the electrical connections, including the electric box, lights, cylinder, loud speaker, and stopwatch. CONSULTANT will check and test all pneumatic connections including the compressor and cylinder. CONSULTANT will check and test all starting gates settings 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. 11 TIME OF PERFORMANCE The CONSULTANT may begin work upon execution of this Agreement by both parties Updated:december 13,2016 Page 1 of 5 and written direction to proceed from the CITY. The duration of the Agreement shall extend through June 30, 2018. III 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, travel, 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 XI I of this Agreement shall be as agreed to by the parties in writing. IV 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, subconsultant costs and outside services, shall not exceed the maximum sum of $5000. V 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 Updated:December 13,2016 Page 2 of 5 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. VI 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. VII 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 mental handicap, or national origin. VIII SUBCONTRACTS X 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. Updated:December 13,2016 Page 3 of 5 IX 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. X 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. 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. 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 11 above, shall be delivered to and received by the CITY prior to transmittal of final payment to the CONSULTANT. X111 INDEMNIFICATION/HOLD HARMLESS/RELEASE OF LIABILITY 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 Updated:December 13,2016 Page 4 of 5 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. The CONSLUTANT does hereby release and forever discharge the CITY, its officers, officials, employees, and volunteers from any and all claims, demands, damages, personal injuries, actions, causes of action or suits of any that have or may hereafter arise out of or in any way related to the performance of this Agreement. X1111 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. XIV 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the last signature affixed below. CITY OF PORT ANGELES SASU PROSTART: Dan McKeen, City Manager Title: Quentin GRUN,Company owner Date: Date- 01/05/2018 77VED)AS TO F William E. Bloor, Cily,Att'orney ATTEST: 'i6nnifer Veneklasen, City Clerk Updated:December 13,2016 Page 5 of 5