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HomeMy WebLinkAbout5.820 Original Contract AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE THE CITY OF PORT ANGELES AND NORTHWESTERN TERRITORIES, INC. 5.&:::lO S RELATING TO: SURVEYING SERVICES FOR THE OLYMPIC DISCOVERY TRAIL PROJECT 05-31, IN THE CITY OF PORT ANGELES, WASHINGTON ~ c9/JlJ 7 THIS AGREEMENT is made and entered into this ,~ day of ef, ~ by and between THE CITY OF PORT ANGELES, a non-charter code city of the State of Washington, (hereinafter called the "CITY") and NORTHWESTERN TERRITORIES, INC., a Washington Corporation (hereinafter called the "CONSULTANT"). WHEREAS, the CITY desires to develop a predesign for the construction of a portion of the Olympic Discovery Trail located between the intersection of Marine Drive and Hill Street and the intersection of Milwaukee Drive and Lower Elwha Road, and WHEREAS, the CITY desires to engage the professional services and assistance of a qualified consulting firm to perform the scope of work as detailed in Exhibit A, and WHEREAS, the CONSULTANT represents that it is in full compliance with the statutes of the State of Washington for professional registration and/or other applicable requirements, and WHEREAS, the CONSULTANT 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 CONSULTANT 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: SCOPE OF WORK The scope of professional services to be performed and the results to be achieved by the CONSULTANT 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 CONSULTANT'S work product, and if it is not satisfactory, 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. The CONSULTANT agrees that all services performed under this Agreement shall be in accordance with the standards of the profession and in compliance with applicable federal, state and local laws. The Scope of Work may be amended upon written approval of both parties. PW 410_01 [ReVised 06/01/04] Page 1 of 6 II . 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 CONSULTANT. However, any alteration or reuse 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. The work shall be completed in accordance with the schedule set forth in the attached Exhibit D. 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 Exhibits Band C, respectively. 1. Labor costs shall be based on the hourly rates shown in Exhibit B General clerical time shall be considered an overhead item, except where specific work items are involved that require one hour or more continued effort, in which case time will be charged on the basis of hours worked. 2. The direct non-salary reimbursable costs are those directly incurred in fulfilling the terms of this Agreement, including, but not limited to, travel, subsistence, telephone, CADD computer, reproduction and printing, supplies and fees of outside services and consultants 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; shall indicate the specific task or activity in the Scope of Work 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 upon the completion of the work and acceptance by the CITY. PW 410_01 [Revised 06/01/04] Page 2 of 6 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-salary reimbursable costs and outside services shall not exceed the maximum sum not to exceed twelve thousand dollars ($12,000.00). VII INDEPENDENT CONTRACTOR STATUS The relation created by this Contract is that of employer-independent contractor. The Contractor is not an employee of the City and is not entitled to the benefits provided by the City to its employees. The Contractor, as an independent contractor, has the authority to control and direct the performance of the details of the services to be provided. The Contractor 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 mental handicap, or national origin. PW 410_01 [ReVised 06/01/04] Page 3 of 6 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. The CONSULTANT will be using the firms submitted with its proposal as subcontractors. Subcontractors other than those listed shall not be permitted without the written consent of the CITY. C. 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 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. XII EXTRA WORK The CITY may desire to have the CONSULTANT 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 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 CONSUL TA~T. XIV INDEMNIFICATION/HOLD HARMLESS The CONSULTANT agrees to indemnify the CITY 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 CONSULTANT, CONSULTANT employees, affiliated PW 410_01 [ReVised 06/01/04] Page 4 of 6 corporations, officers, and subcontractors in connection with the work performed under this Agreement. 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 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 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. However, the CONSULTANT expressly reserves its rights as a third person set forth in RCW 51.24.035. 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. The CONSULTANT shall provide a Certificate of Insurance evidencing: 1. Automobile Liability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and, 2. Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and $2,000,000 aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations; broad form property damage; explosion, collapse and underground (XCU) if applicable; and employer's liability; and, 3. Professional Liability insurance with limits no less than $1,000,000 limit per occurrence. Any payment of deductible or self-insured retention shall be the sole responsibility of the CONSULTANT. PW 410_01 [Revised 06/01/04] Page 5 of 6 Th~ CITY shall be named as an additional insured on the Commercial General Liability insurance policy, as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming the CITY as additional insured shall be attached to the Certificate of Insurance. The CITY reserves the right to review a certified copy of all required insurance policies in the CONSULTANT's office. 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. The CONSULTANT'S insurance shall be primary insurance as respects the CITY, and the CITY shall be given thirty (30) days prior written notice of any cancellation, suspension or material change in coverage. 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 - Consultant Labor Costs Exhibit C - Non-salary Reimbursable Costs Exhibit 0 - Schedule for the Work IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. CITY OF PORT ANGELES APPROVED AS TO FORM: ~---~. BILL BLOOR, CITY ATTORNEY Vl~ CITY MANAGER CONSULTANT ATTEST: VTI PW 410_01 [Revised 06/01/04] Page 6 of 6 EXHIBIT A SCOPE OF WORK FOR SURVEYING SERVICES FOR THE OLYMPIC DISCOVERY TRAIL PROJECT 05-31, IN THE CITY OF PORT ANGELES, WASHINGTON PROJECT ABSTRACT This project will develop a pre-design for the construction of a portion of the Olympic Discovery Trail located between the intersection of Marine Drive and Hill Street and the intersection of Milwaukee Drive and Lower Elwha Road TASK 1 - DRY CREEK TOPOGRAPHIC SURVEY The Consultant will prepare a topographic survey of the Dry Creek crossing within the boundaries shown on the attached Exhibit Map Number 1. The survey will include: 1. The survey shall be prepared on the present City datum and state plane coordinate system; 2. Contours shall be at a 2 foot contour interval; 3. Two paper copies at 20 scale; 4. Digital file in AUTOCAD 2005 format. TASK 2 - HILL STREET ROUTE SURVEY The Consultant shall perform a preliminary survey establish a foot path at no more than a 10% slope between the end of the existing railroad right of way bench near the intersection of hill and 4th street for a distance of approximately 650 feet in an easterly direction to a location in a relatively flat area; then at a relatively flat grade a distance of approximately 650 feet in an easterly direction to the intersection of Hill Street and the existing gravel service road near the industrial pipeline. The survey shall be marked with adequate flagging to allow retracement by the City of Port Angeles. TASK 3 - HILL STREET TOPOGRAPHIC SURVEY The Consultant will prepare a topographic survey of the Hill Street portion of the trail within the boundaries shown on the attached Exhibit Map Number 2. The survey will include: 1. The survey shall be a 50 foot wide strip centered on the Hill Street Route Survey as finally marked in the field; 2. The survey shall be prepared on the present City datum and state plane coordinate system; 3. Contours shall be at a 2 foot contour interval; 4. Two paper copies at 20 scale; 5. Digital file in AUTOCAD 2005 format. CONSULTANT Agreement Task ASSIgnment Northwestern Territories, Inc. Page 1 of2 ITEMS TO BE FURNISHED BY THE CITY 1) Access to public records that will aid in the preparation of the plans and studies within the limits of the project. 2) Review of the Hill Street trail alignment and relocation of final trail markers prior to the start of Task 3. CONSULTANT Agreement Task AssIgnment Northwestern Territories, Inc. Page 2 of2 --- CITY OF POR PUB~~~gms f SCALE File: x NTS I I o Exhibit M ap No. 1 G Plot Dote. 1 . -17-07 Revision Dot . e. 1-17-07 -.) EXHIBIT B Consultant labor Costs SURVEYING SERVICES FOR THE OLYMPIC DISCOVERY TRAil PROJECT 05-31, IN THE CITY OF PORT ANGELES, WASHINGTON (Based on Scope in Exhibit A) TASK 1 THROUGH 3 Includes Field Work, Travel, Office Work, Map Preparation, and Documentation. The total cost is estimated to be $12,000. This will be a maximum not to exceed fee and we will invoice you for only the hours worked, sub costs and direct expenses. Northwestern Territories, Inc.'s Overhead & labor rates NTl's overhead rate is 38% and we typically work at a 15% profit. Our hourly rates including the above rates are as shown on the attached TIME-PLUS-EXPENSE RATE SCHEDULE NTI adds a 10% mark up on sub-consultant fees. CONSULTANT Agreement Task Assignment Northwestern Territories, Inc. Page I of I EXHIBIT C Non-salary Reimbursed Costs SURVEYING SERVICES FOR THE OLYMPIC DISCOVERY TRAIL PROJECT 05-31, IN THE CITY OF PORT ANGELES, WASHINGTON TASK 1 - DRY CREEK TOPOGRAPHIC SURVEY None TASK 2 - HILL STREET ROUTE SURVEY None TASK 3 - HILL STREET TOPOGRAPHIC SURVEY None CONSULTANT Agreement Task AssIgnment Northwestern Territiries, Inc. Page I of I EXHIBIT D Schedule for the Work SURVEYING SERVICES FOR THE OLYMPIC DISCOVERY TRAIL PROJECT 05-31, IN THE CITY OF PORT ANGELES, WASHINGTON TASK 1 - DRY CREEK TOPOGRAPHIC SURVEY Perform and complete by January 5, 2007. TASK 2 - HILL STREET ROUTE SURVEY Perform and complete by January 12, 2007. TASK 3 - HILL STREET TOPOGRAPHIC SURVEY Perform and complete within two weeks upon approval of the Hill Street Route Survey. CONSULTANT Agreement Task AssIgnment Northwestern Territories, Inc. Page 1 of 1